v3.26.1
Equity and Earnings Per Share
 3 Months Ended
Jul. 31, 2026
Equity [Abstract]  
Equity and Earnings Per Share
Note 6 — Equity and Earnings Per Share
The Company's articles of incorporation (as amended) authorize the issuance of 200,000,000 shares of common stock, par value $0.00001 per share, and 25,000,000 shares of preferred stock, par value $0.00001 per share. The Company listed its common stock on The Nasdaq Stock Market LLC ("Nasdaq") using the ticker symbol "CEAD" in February 2022 in connection with its initial public offering (subsequently changed to "BNC" (Note 1)), as well as public warrants ("Public Warrants") using ticker symbol "CEADW" (subsequently changed to "BNCWW"). The Company also issued warrants in connection with the PIPE Transaction ("PIPE Warrants"), including certain warrants ("Stapled Warrants") which were listed on Nasdaq using the ticker symbol "BNCWZ" beginning April 15, 2026. No shares of preferred stock were issued or outstanding at July 31, 2026 or April 30, 2026. In December 2025, the Board designated 200,000 shares of preferred stock as Series C Junior Participating Preferred Stock in connection with the Stockholder Rights Agreement described below; no shares of that series have been issued. The Company's equity at July 31, 2026 included:
Successor
Shares
Potential Shares(A)
AuthorizedIssued and Outstanding
Warrants(B)
Stock Rights(C)
RSUs(D)
Options(E)
Total
Common stock(F)
200,000,000 
41,173,850 
62,305,007 
— 
364,966 
16,265 
103,860,088 
Preferred stock(G)(H)
25,000,000 
— 
— 
200,000 
— 
— 
200,000 
Total
225,000,000 
41,173,850 
62,305,007 
200,000 
364,966 
16,265 
104,060,088 
A.Excludes shares issuable upon conversion of the Convertible Promissory Note (Note 5), which is convertible only at the holder's election on or before June 1, 2027. The share count varies with the CAD/USD exchange rate.
B.Includes unexercised Public Warrants and PIPE Warrants.
C.Represents the 200,000 shares of Series C Junior Participating Preferred Stock reserved for issuance upon exercise of the Series C Junior Participating Preferred Stock Rights, subject to the terms of the Stockholder Rights Agreement described below. The Series C Junior Participating Preferred Stock Rights were not exercisable at July 31, 2026, and no shares of Series C Junior Participating Preferred Stock have been issued.
D.Restricted stock units ("RSUs") represent the right to receive, upon vesting and lapse of restrictions, one share of the Company's common stock for each unit granted.
E.Stock options provide optionholders the opportunity to purchase shares of the Company's common stock in the future at the exercise price of the option.
F.Par value of $0.00001 per share. Each shareholder of common stock is entitled to one vote per share, ratable dividends, when and as declared by the Board, and liquidation preferences subordinate to preferred stock.
G.Represents up to 200,000 shares of Series C Junior Participating Preferred Stock with a par value of $0.00001 per share, reserved for issuance upon exercise of the associated preferred stock purchase rights. Each Series C Junior Participating Preferred Stock Rights entitles the holder to purchase 1/1000th of a share of Series C Junior Participating Preferred Stock, and each share of Series C Junior Participating Preferred Stock is designed to be economically equivalent to 1,000 shares of common stock. After the first issuance of a share, or fraction of a share, of Series C Junior Participating Preferred Stock, shareholders of Series C Junior Participating Preferred Stock are entitled to quarterly dividends in an amount per share equal to the greater of (i) $1,000 and (ii) 1,000 times the aggregate per share amount of all cash dividends, plus 1,000 times the aggregate per share amount of all non-cash dividends or other distributions other than a dividend payable in shares of common stock, paid in-kind, subject to adjustment for stock splits, stock dividends, and combinations. Holders are similarly entitled to preferential amounts on liquidation and to equivalent consideration in a merger or consolidation At July 31, 2026, no Series C Junior Participating Preferred Stock Rights were exercised and the Company had not issued any shares of Series C Junior Participating Preferred Stock.
H.The Board is authorized, subject to the laws of the state of Nevada or other applicable law and without further stockholder action, to designate one or more series of preferred stock and to fix the number of shares, designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock, including, but not limited to, dividend, conversion, and voting rights as well as redemption terms and liquidation preferences. In the event of the Company's liquidation, holders of preferred stock are entitled to a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such preferred stock plus, if applicable, an amount per share equal to accumulated and unpaid dividends in respect of such preferred stock, whether or not earned or declared, to the date of such distribution before any payment or distribution on the common stock or any other class of stock junior to the preferred stock upon liquidation. Neither the sale, lease, or exchange of all or substantially all of the property and assets of the Company, nor any consolidation or merger of the Company, is deemed to be a liquidation for the purposes of preferred stock liquidation preferences.
Predecessor Equity
For periods prior to the Acquisition Date, the Company presents the equity of Fat Panda as the accounting predecessor, which consisted of 1,410 shares of unlimited authorized common stock with no par value, which are different than the Company's equity and therefore not comparable. While the Company eliminates the equity it holds in Fat Panda as a wholly-owned subsidiary, the Company issued 39,000 shares of its common stock to the Selling Fat Panda Shareholders as part of the consideration paid in the Fat Panda Acquisition (Note 2).
Stockholder Rights Agreement
On December 26, 2025, the Board adopted a limited duration shareholder rights agreement ("Stockholder 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 Stockholder Rights Agreement, the Company issued, as a dividend, one right ("Series C Junior Participating Preferred Stock Right") for each share of the Company's common stock held at January 8, 2026, and for each share of certain outstanding common stock warrants. Each Series C Junior Participating Preferred Stock 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 Series C Junior Participating Preferred Stock Right. Each share of Series C Junior Participating Preferred Stock is equivalent to 1,000 shares of the Company's common stock. The Series C Junior Participating Preferred Stock Rights have a limited term and will expire on December 26, 2026, or earlier, as specified in the Stockholder Rights Agreement.
Under the terms of the Stockholder Rights Agreement, if any person or group obtains beneficial ownership of 15.0% or more of the Company's outstanding common stock ("Acquiring Party"), subject to certain exceptions, including an exception for current holders exceeding this percentage who do not acquire additional shares, the Series C Junior Participating Preferred Stock Rights become exercisable. All holders of Series C Junior Participating Preferred Stock Rights, excluding those held by the Acquiring Party that will become void and non-exercisable, are entitled to purchase shares of the Company's common stock at a 50.0% 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 Series C Junior Participating Preferred Stock Right, subject to adjustment.
Equity Activities
Share Repurchase Program
In September 2025, the Board approved a share repurchase program to repurchase up to $250.0 million total dollar value in outstanding shares of the Company's common stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise, in accordance with applicable federal securities laws, based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations, and other factors. There is no minimum number of shares required to be repurchased under the share repurchase program, and the share repurchase program may be suspended or discontinued at any time. The Company repurchased and retired 1,434,112 shares, at a weighted-average price of $2.63, for a total of $3.8 million, excluding $— million transaction costs, during the three months ended July 31, 2026, presented as a reduction of stockholders' equity. At July 31, 2026, the Company had repurchased and retired a total of 4,676,322 shares equaling a total dollar value of $21.1 million, excluding transaction costs, under the program.
ATM Program
In August 2025, the Company entered into an at-the-market offering agreement ("ATM Program") with Cantor Fitzgerald & Co. ("ATM 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 ATM Agent, acting as the Company's sales agent or principal. Sales under the ATM Program, 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 Program, the Company has provided the ATM Agent with customary indemnification rights, and the ATM Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of shares made through, or to, the ATM Agent. Since the inception of the ATM Program through July 31, 2026, the Company has sold and issued 856,275 shares at a total dollar value of $13.1 million, gross of $0.2 million transaction costs, under the ATM Program. The Company did not sell any shares under the ATM Program during the three months ended July 31, 2026.
PIPE Transaction
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 its common stock and the PIPE Warrants in a private placement:
●41,754,478 shares of common stock at a purchase price of $10.10 per share;
●7,750,510 pre-funded warrants, each immediately exercisable at an exercise price of $0.00001 per share ("Pre-funded Warrants"); and
●49,504,988 Stapled Warrants, each exercisable at $15.15 per share.
Additionally, the Company issued the following fully-vested compensatory warrants to 10X BNB Cayman Sponsor, an affiliate of the Asset Manager, and YZi Labs Management Ltd. (together, the "Strategic Advisors"):
●5,940,598 warrants issued to the Strategic Advisors, valued at $105.6 million, to provide strategic advice and guidance relating to the Company's business, operations, growth initiatives and industry trends in the digital asset technology sector ("Strategic Advisor Warrants"); and
●990,099 warrants issued to the Asset Manager, valued at $15.0 million, under the AMA ("Asset Manager Warrants").
On August 5, 2025, the Company closed the PIPE Transaction, which was settled through a combination of cash, cash equivalents, and digital assets. The Company received $409.9 million in cash and cash equivalent proceeds, net of $23.9 million of issuance costs, and $66.3 million in digital assets, consisting of USDT and BTC. The Company allocated $305.0 million in proceeds to warrant liabilities based on the fair value of the Stapled Warrants with the remaining gross proceeds of $195.1 million recorded in additional paid-in capital, net of $9.3 million allocated issuance costs. To allocate total issuance costs of $23.9 million, the Company valued Pre-funded Warrants and Strategic Advisor Warrants at the fair value of its common stock given the nominal exercise price. Issuance costs of $14.6 million were allocated to the Stapled Warrants and expensed in August 2025.
Warrants
The Company has issued the following outstanding warrants at July 31, 2026:
Nasdaq SymbolIssue DateExpiry Date
Warrants Outstanding(A)
Exercise Price
Stapled Warrants(B)
BNCWZ
August 2025
August 2028
49,504,988 
$
15.15 
Pre-funded Warrants(C)
n.a.
August 2025
n.a.
7,750,510 
— 
Strategic Advisor Warrants(D)
n.a.
August 2025
August 2030
3,564,362 
— 
Asset Manager Warrants
n.a.
August 2025
August 2030
990,099 
10.23 
Public Warrants
BNCWW
February 2022
February 2027
4,909,408 
60.00 
2022 Underwriter Warrants(E)
n.a.
February 2022
February 2027
1,031,162 
60.51 
A.Each warrantholder may exercise their warrant for one share of the Company's common stock, except for the Public Warrants and 2022 Underwriter Warrants that are exercisable for 1/12th and 1/12th of a common share per warrant, respectively.
B.The Company holds a mandatory exercise right to force exercise of the Stapled Warrants if the volume-weighted average price of its common stock exceeds $20.20 for 20 out of 30 consecutive trading days.
C.Pre-funded Warrants have an exercise price of $0.00001 per share and do not have an expiration date.
D.The Strategic Advisor Warrants have an exercise price of $0.00001 per share.
E.Includes 761,670 and 269,492 warrants with exercise prices of $60.00 and $61.95 held by underwriters and their employees, respectively.
During the period from June 7, 2025 through July 31, 2025, 1,434,418 and 21,065 Public Warrants and 2022 Underwriter Warrants were exercised for 17,582 and 66 of the Company's common shares, representing $42.5 million and $0.6 million fair value at date of grant, respectively.
At July 31, 2026, outstanding and exercisable warrants had the following characteristics:
Intrinsic value
$
30,097 
Weighted-average exercise period (in years)
2.2
Equity-Based Compensation
The Compensation Committee of the Board, which must approve all grants and is composed entirely of independent members of the Board, has granted stock options and RSUs to its employees, consultants, officers, and members of the Company's Board under the following equity incentive plans at July 31, 2026:
Common Shares EquivalentsOutstanding
Plan(A)
AuthorizedIssuedRemaining AvailableRSUs
Options(B)
Total
2026 Inducement Plan(C)
1,000,000 
363,636 
636,364 
363,636 
— 
363,636 
2021 Equity Incentive Plan(D)
55,556 
35,927 
7,130 
1,330 
11,169 
12,499 
2017 Equity Incentive Plan(E)
27,778 
13,641 
9,041 
— 
5,096 
5,096 
Total
1,083,334 
413,204 
652,535 
364,966 
16,265 
381,231 
A.The Predecessor did not adopt any equity incentive plans or otherwise issue equity-based compensation.
B.The Company issued options with a 10-year contractual term and a vesting period ranging from one month to thirty-two months. Options outstanding include:
NQSOISOTotal
2021 Equity Incentive Plan
7,768 
3,401 
11,169 
2017 Equity Incentive Plan
5,096 
— 
5,096 
Total
12,864 
3,401 
16,265 
C.In April 2026, the Board approved the 2026 Inducement Plan, which permits the Compensation Committee to grant equity-based awards, including stock options, stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), and RSUs.
D.The 2021 Equity Incentive Plan permits the Board to grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), SARs, RSAs, RSUs, and other equity linked awards. If an equity award expires, or otherwise terminates without having been exercised in full, or settled in cash instead of the issuance of shares, then shares subject to such awards are again available for grant under the 2021 Equity Incentive Plan.
E.The Company may modify or amend the 2017 Equity Incentive Plan without shareholder approval, which permits the Compensation Committee to grant equity-based awards, including stock options, SARs, RSAs, RSUs, shares granted as a bonus or in lieu of another award, and other stock-based performance awards. Any shares subject to forfeited, expired, or otherwise terminated awards without issuance are again available for grant under the 2017 Equity Incentive Plan.
Activities
The Company presents equity-based compensation within the following line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):
Successor
Three Months Ended July 31, 2026Period from
June 7, 2025
through
July 31, 2025
Selling, general and administrative expenses
$
67 
$
7 
The following table summarizes the change in equity-based compensation awards to employees and members of the Company's Board.
Employees
RSUsOptions
Grant Date Fair Value Per UnitWeighted Average Per Share
UnitsUnderlying SharesExercise PriceRemaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding at June 7, 2025
— 
$
— 
18,296 
$
83.19 
Granted
— 
— 
2,700 
7.74 
Forfeited and cancelled
— 
— 
(600)
8.05 
Outstanding at July 31, 2025
— 
— 
20,396 
74.68 
5.6
$
— 
Outstanding at April 30, 2026
363,636 
2.75 
18,460 
79.45 
Forfeited and cancelled
— 
— 
(146)
7.74 
Expired
— 
— 
(2,374)
126.54 
Outstanding at July 31, 2026
363,636 
2.75 
15,940 
73.16 
2.5
$
— 
Exercisable at July 31, 2026
15,940 
73.16 
2.5
$
— 
Board Members
RSUsOptions
Grant Date Fair Value Per UnitWeighted Average Per Share
UnitsUnderlying SharesExercise PriceRemaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding at June 7, 2025
1,529 
$
8.18 
4,760 
$
113.34 
Vested(A)
(1,529)
8.18 
— 
— 
Expired
— 
— 
(1,111)
52.20 
Outstanding at July 31, 2025
— 
— 
3,649 
131.95 
4.4
$
— 
Outstanding at April 30, 2026
1,330 
9.40 
3,649 
131.95 
Forfeited and cancelled
— 
— 
(3,324)
138.08 
Outstanding at July 31, 2026
1,330 
9.40 
325 
69.48 
4.0
$
— 
Exercisable at July 31, 2026
325 
69.48 
4.0
$
— 
A.Includes accelerated vesting of 1,529 RSUs in July 2025.
Unrecognized Compensation Expense
At July 31, 2026, the Company has not yet recognized compensation expense for the following awards:
Vesting ConditionWeighted-Average Recognition Period (Years)SharesUnrecognized Compensation Expense
Time-based
1.9
364,966 
$
923 
Basic and Diluted Earnings (Loss) per Share
The Company computes earnings per share ("EPS") in accordance with ASC 260, Earnings per Share. 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.
The following table sets forth the computation of basic and diluted earnings per share:
SuccessorPredecessor
Three Months Ended July 31, 2026Period from
June 7, 2025
through
July 31, 2025		Period from
May 1, 2025
through
June 6, 2025
Net income (loss) available to common shareholders
Net income (loss)
$
(11,400)
$
(1,186)
$
19 
Net income (loss) available to common shareholders, basic
(11,400)
(1,186)
19 
Net income (loss) available to common shareholders, basic and diluted
$
(11,400)
$
(1,186)
$
19 
Weighted average shares outstanding
Common shares outstanding
41,599,572 
842,852 
1,410 
Common share equivalents(A)
11,314,872 
— 
— 
Weighted average shares outstanding, basic and diluted
52,914,444 
842,852 
1,410 
Earnings (loss) per share
Basic
$
(0.22)
$
(1.41)
$
13.48 
Diluted
$
(0.22)
$
(1.41)
$
13.48 
A.Includes fully-vested, Pre-funded Warrants issued for nominal exercise prices and Strategic Advisor Warrants.
The following table summarizes the outstanding securities that were not included in the computation of diluted income (loss) per common share as they were anti-dilutive:
Successor
Predecessor
Three Months Ended July 31, 2026Period from
June 7, 2025
through
July 31, 2025		Period from
May 1, 2025
through
June 6, 2025
Warrants
Stapled Warrants
49,504,988 
— 
— 
Asset Manager Warrants
990,099 
— 
— 
Public Warrants
409,117 
519,959 
— 
2022 Underwriter Warrants
85,931 
87,558 
— 
Unvested RSUs(A)
13,212 
1,175 
— 
Stock Options
16,574 
22,109 
— 
Convertible Promissory Note(B)
42,426 
39,850 
— 
Total
51,062,347 
670,651 
— 
A.Incremental shares computed using the treasury stock method.
B.Denominator adjustment computed using the if-converted method.
The following table summarizes the Company's weighted-average shares of all the potential equity (both dilutive and antidilutive) on a fully diluted basis:
SuccessorPredecessor
Three Months Ended July 31, 2026Period from
June 7, 2025
through
July 31, 2025		Period from
May 1, 2025
through
June 6, 2025
Common shares
41,599,572 
842,852 
1,410 
Common share equivalents
Pre-funded Warrants
7,750,510 
— 
— 
Strategic Advisor Warrants
3,564,362 
— 
— 
52,914,444 
842,852 
1,410 
Dilutive Shares
Warrants(A)
Stapled Warrants
49,504,988 
— 
— 
Asset Manager Warrants
990,099 
— 
— 
Public Warrants
409,117 
519,959 
— 
2022 Underwriter Warrants
85,931 
87,558 
— 
Total warrants
50,990,135 
607,517 
— 
Unvested RSUs
364,966 
1,175 
— 
Stock Options
16,574 
22,109 
— 
Convertible Promissory Note(B)
42,426 
39,850 
— 
Total dilutive shares
51,414,101 
670,651 
— 
Total
104,328,545 
1,513,503 
1,410 
A.Includes warrants that are out-of-the-money. Amounts shown represent common stock equivalents assuming warrant exercise on a cash basis.
B.Assumes note conversion at the weighted average foreign exchange rate for each period.
The following table summarizes the Company's common shares outstanding as well as potential shares at each period-end:
July 31, 2026April 30, 2026
(Unaudited)(Audited)
Common shares
41,173,850 
42,607,962 
Common share equivalents
Pre-funded Warrants
7,750,510 
7,750,510 
Strategic Advisor Warrants
3,564,362 
3,564,362 
52,488,722 
53,922,834 
Dilutive Shares
Warrants(A)
Stapled Warrants
49,504,988 
49,504,988 
Asset Manager Warrants
990,099 
990,099 
Public Warrants
409,117 
409,117 
2022 Underwriter Warrants
85,931 
85,931 
Total warrants
50,990,135 
50,990,135 
Unvested RSUs
364,966 
364,966 
Stock Options
16,265 
22,109 
Convertible Promissory Note(B)
41,771 
38,500 
Total dilutive shares
51,413,137 
51,415,710 
Total
103,901,859 
105,338,544 
A.Includes warrants that are out-of-the-money. Amounts shown represent common stock equivalents assuming warrant exercise on a cash basis.
B.Assumes note conversion based upon foreign exchange in effect at July 31, 2026.