CEA Industries Inc. ("CEAI," or, together with its subsidiaries, the "Company" or "BNC") is a digital asset treasury ("DAT") focused exclusively on BNB, the native token of the BNB blockchain network ("BNB Chain"). Its primary business is to build and manage the largest corporate treasury of BNB to provide institutional-grade exposure to blockchain infrastructure and decentralized finance ("DeFi") and to generate income, such as new tokens or coins distributed by a project to a wide range of individuals in the crypto community ("Airdrops"), including to BNC in connection with its eligible BNB holdings, as well as continue its core retail nicotine vape operations. The Company may generate returns through additional digital asset-related activities such as validation services, lending, and other DeFi protocols in the future, though it has not staked any BNB thereto aside from BNB pledged for the Company's debt obligations (Note 5), through April 30, 2026.

●BNB Treasury Management — Operations directly related to the Company's DAT strategy, including the acquisition, disposition, and management of the Company's BNB holdings or other digital assets such as Airdrops.

●Retail and Industry — Fat Panda's retail and distribution operations along with revenue and operating costs related to designing, engineering, and selling industrial climate control systems for controlled environment agriculture.

CEAI was incorporated under the laws of the State of Nevada on October 14, 2009, and is headquartered in Louisville, Colorado. Historically, CEAI operated a portfolio of consumer and industrial businesses, including industrial climate control systems for controlled environment agriculture.

On June 6, 2025 (the "Acquisition Date"), CEAI completed the acquisition of Fat Panda Ltd., a Canadian corporation, and its related entities ("Fat Panda") (the "Fat Panda Acquisition"), entering the Canadian retail nicotine vape industry. The Fat Panda Acquisition, completed before the Company commenced its DAT strategy, aligned with the Company's then-current strategy to focus on high-growth, regulated consumer markets and provide a vertically integrated infrastructure to support retail expansion and e-commerce capabilities. The Company changed its Nasdaq ticker symbol from "CEAD" to "VAPE" on June 13, 2025 in connection with its acquisition of Fat Panda.

In August 2025, the Company initiated a strategic transformation to adopt the current BNB-focused DAT strategy that commenced on August 5, 2025, following the closing of a private placement that raised $500.0 million (the "PIPE Transaction"), with up to $750.0 million additional proceeds available through warrant exercises (Note 6), and execution of an Asset Management Agreement ("AMA") to provide asset management and related services with respect to the Company's DAT strategy with 10X Capital Partners LLC ("Asset Manager") (Note 10). 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 reserve asset held by BNC BNB Cayman, a Cayman Islands exempt company, indirectly owned through the Company's wholly owned subsidiary, CEA BRS LLC, a Delaware limited liability company and the sole stockholder of BNC BNB Cayman (Note 8).

During the second fiscal quarter of 2026, the Company introduced a new business line focused on the Company's DAT strategy, 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 the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") ASC 280, Segment Reporting. As a result of this reassessment, the Company determined that it operates two reportable segments: BNB Treasury Management and Retail and Industry (see "—Description of Business"). Comparative periods have been 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.

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 within the Company.

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 taxes for each of the periods presented. Total segment assets provided to the CODM are also disclosed in the tables below for each period presented. Corporate activities are not considered an operating segment consisting primarily of corporate support functions that include capital and funding to support the business activities of the Company as well as costs and expenses not allocated to a line of business.


	Successor
	Period from June 7, 2025 through April 30, 2026
	Retail and Industry		BNB Treasury Management		Corporate		Total
Total revenue, net	$	26,407	$	—	$	—	$	26,407
Cost of revenue	(18,536)		—		—		(18,536)
Unrealized gain (loss) on digital assets	—		(130,315)		—		(130,315)
Realized gain (loss) on digital assets	—		(1,293)		—		(1,293)
Other income from Airdrops	—		7,863		—		7,863
Advertising and marketing expense	(193)		—		(4,938)		(5,131)
Compensation expense	(5,374)		(245)		(2,710)		(8,329)
Management fees to affiliate	—		(5,010)		—		(5,010)
Professional and contractor fees	(535)		(208)		(5,056)		(5,799)
Equity-based compensation	(34)		—		(43)		(77)
Gain from change in fair value of warrant liabilities	—		—		282,920		282,920
Interest expense and other income, net	(822)		—		—		(822)
Other segment expenses(A)	(4,937)		(272)		(21,796)		(27,005)






Income (loss) from operations before provision for income taxes	(4,024)		(129,480)		248,377		114,873
Total Assets	16,910		320,597		339		337,846


	Predecessor
	Period from May 1, 2025 through June 6, 2025
	Retail and Industry		BNB Treasury Management		Corporate		Total
Total revenue, net	$	2,928	$	—	$	—	$	2,928
Cost of revenue	(2,002)		—		—		(2,002)



Advertising and marketing expense	(63)		—		—		(63)
Compensation expense	(431)		—		—		(431)

Professional and contractor fees	(135)		—		—		(135)



Other segment expenses(A)	(276)		—		—		(276)






Income (loss) from operations before provision for income taxes	21		—		—		21
Total Assets	9,191		—		—		9,191


	Predecessor
	Year Ended April 30, 2025
	Retail and Industry		BNB Treasury Management		Corporate		Total
Total revenue, net	$	27,992	$	—	$	—	$	27,992
Cost of revenue	(18,013)		—		—		(18,013)



Advertising and marketing expense	(622)		—		—		(622)
Compensation expense	(4,950)		—		—		(4,950)

Professional and contractor fees	(704)		—		—		(704)



Other segment expenses(A)	(2,996)		—		—		(2,996)






Income (loss) from operations before provision for income taxes	707		—		—		707
Total Assets	9,044		—		—		9,044