BNB PLUS CORP. amendment reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 539,892 shares of common stock, representing 8.7% of the class based on 5,667,469 shares outstanding as of March 24, 2026. The amendment references a prior filing covering 1,021,000 shares purchased on May 28, 2024 and discloses warrants exercisable into 535,726 Series A shares and 4,166 Series C shares (the Series C warrants are subject to a 9.99% beneficial ownership limitation). The filing is signed by Director David Feldman and notes voting and dispositive power over the reported 539,892 shares.
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Insights
L1 Capital reports an 8.7% stake with warrant exposure disclosed.
L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 539,892 shares, or 8.7%, using an outstanding share base of 5,667,469 shares as of March 24, 2026. The amendment clarifies that additional potential shares arise from warrants: 535,726 Series A and 4,166 Series C.
The reported Series C warrants carry an explicit 9.99% beneficial ownership limitation, which constrains exercise impact; timing and cash‑flow treatment for any exercises are not stated in the excerpt.
The position and warrant counts create potential future dilution but no immediate issuance is documented.
The filing ties the 8.7% ownership percentage to a specific outstanding share count from the issuer's proxy statement dated March 24, 2026, and references a prior purchase of 1,021,000 shares on May 28, 2024. The amendment lists exerciseable warrants but does not state any exercises or proceeds.
Market impact depends on whether warrants are exercised and on timing; subsequent filings would disclose any exercises or sales.
Key Figures
Beneficially owned:539,892 sharesPercent of class:8.7%Shares outstanding:5,667,469 shares+3 more
6 metrics
Beneficially owned539,892 sharesAmount beneficially owned reported in amendment
Percent of class8.7%Percent of common stock based on outstanding share count
Prior purchase referenced1,021,000 sharesShares purchased on <date>May 28, 2024</date> cited in the amendment
Series A warrants535,726 sharesShares issuable upon exercise of Series A Warrants
Series C warrants4,166 sharesShares issuable upon exercise of Series C Warrants subject to a 9.99% limitation
Key Terms
Schedule 13G/A, beneficial ownership limitation, Series A Warrants
3 terms
Schedule 13G/Aregulatory
"This amendment refers to a filed with the on June 7, 2024"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownership limitationregulatory
"Series C Warrants, which are subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Series A Warrantsfinancial
"535,726 shares of common stock issuable upon exercise of Series A Warrants"
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BNB PLUS CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
03815U300
(CUSIP Number)
05/15/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
03815U300
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
539,892.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
539,892.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
539,892.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BNB PLUS CORP.
(b)
Address of issuer's principal executive offices:
25 Health Sciences Drive, Stony Brook, NY 11790
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court,
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
03815U300
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
539,892
This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on June 7, 2024 covering 1,021,000 shares of Common Stock purchased on May 28, 2024. The amounts in Row (5), (7) and (9) represent (i) 4,166 shares of common stock issuable upon exercise of Series C Warrants, which are subject to a 9.99% beneficial ownership limitation and (ii) 535,726 shares of common stock issuable upon exercise of Series A Warrants to purchase shares of Common Stock. The percentage set forth on Row (11) of the cover page for the reporting person is based on 5,667,469 shares of Common Stock outstanding, based on the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2026.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of each of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(b)
Percent of class:
8.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
539,892
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
539,892
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
L1 Capital reports beneficial ownership of 539,892 shares, equal to 8.7% of common stock based on 5,667,469 shares outstanding as of March 24, 2026. This figure is shown on the cover page percentage.
Does the filing disclose any warrants related to BNB Plus (BNBX)?
Yes. The amendment lists 535,726 Series A warrants exercisable into common stock and 4,166 Series C warrants. The Series C warrants are subject to a 9.99% beneficial ownership limitation.
When were the referenced shares purchased?
The amendment refers to a prior filing covering 1,021,000 shares purchased on May 28, 2024. That prior purchase is cited as context for the current amendment's disclosures.
Who signed the amendment on behalf of L1 Capital?
The amendment is signed by David Feldman, identified in the filing as a Director of L1 Capital Global Opportunities Master Fund, Ltd., dated May 15, 2026.
How is the 8.7% ownership percentage calculated?
The percentage is based on 5,667,469 shares outstanding referenced from the issuer's Definitive Proxy Statement on Schedule 14A filed on March 24, 2026, as stated in the amendment.
