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 by receiving 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. The Company may also generate returns through additional digital asset-related activities, such as staking, validation services, lending, and other DeFi protocols in the future, though it has not staked any BNB through July 31, 2026. Additionally, as part of the Company's ongoing operations, it engages in core retail nicotine vape operations and sale of industrial climate control systems for controlled environment agriculture.

●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 via 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.

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 served as the chief operating decision maker ("CODM") until July 2026, after which the Interim Principal Executive Officer and Chief Financial Officer served as the 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
	Three Months Ended July 31, 2026
	Retail and Industry		BNB Treasury Management		Corporate		Total
Total revenue, net	$	7,165	$	—	$	—	$	7,165
Cost of revenue	(5,201)		—		—		(5,201)
Unrealized gain (loss) on digital assets	—		(15,294)		—		(15,294)

Other income from Airdrops	—		284		—		284
Advertising and marketing expense	(43)		—		(108)		(151)
Compensation expense	(1,206)		(44)		(726)		(1,976)
Management fees to affiliate	—		(1,103)		—		(1,103)
Professional and contractor fees	(84)		—		(1,359)		(1,443)
Equity-based compensation	(1)		—		(66)		(67)
Gain from change in fair value of warrant liabilities	—		—		9,982		9,982
Interest expense and other income, net	(26)		—		(314)		(340)
Other segment expenses(A)	(1,063)		(82)		(2,016)		(3,161)






Income (loss) from operations before provision for income taxes	(459)		(16,239)		5,393		(11,305)
Total Assets	16,611		309,384		1,157		327,152


	Successor
	Period from June 7, 2025 through July 31, 2025
	Retail and Industry		BNB Treasury Management		Corporate		Total
Total revenue, net	$	4,580	$	—	$	—	$	4,580
Cost of revenue	(3,207)		—		—		(3,207)



Advertising and marketing expense	(72)		—		—		(72)
Compensation expense	(518)		—		—		(518)

Professional and contractor fees	(549)		—		—		(549)
Equity-based compensation	(7)		—		—		(7)

Interest expense and other income, net	(268)		—		—		(268)
Other segment expenses(A)	(1,205)		—		—		(1,205)






Income (loss) from operations before provision for income taxes	(1,246)		—		—		(1,246)
Total Assets	19,128		—		—		19,128


	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