[SCHEDULE 13G/A] BNB PLUS CORP. Amended Passive Investment Disclosure
L1 Capital reports 7% warrant stake in BNB Plus
L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 539,892 shares of BNB PLUS CORP. common stock, all issuable upon exercise of warrants.
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L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 539,892 shares of BNB PLUS CORP. common stock, all issuable upon exercise of warrants. This represents 7.0% of the common stock, based on 7,197,228 shares outstanding as of May 12, 2026.
The position consists of 4,166 shares issuable upon exercise of Series C Warrants, which are subject to a 9.99% beneficial ownership limitation, and 535,726 shares issuable upon exercise of Series A Warrants. L1 Capital reports sole voting and dispositive power over all 539,892 shares, with no shared power. Directors David Feldman and Joel Arber may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of pecuniary interest.
Key Figures
Beneficially owned shares:539,892 sharesOwnership percentage:7.0%Shares outstanding:7,197,228 shares+5 more
8 metrics
Beneficially owned shares539,892 sharesShares of BNB PLUS CORP. common stock issuable upon exercise of warrants
Ownership percentage7.0%Percent of BNB PLUS CORP. common stock beneficially owned
Shares outstanding7,197,228 sharesCommon stock outstanding as of May 12, 2026, from Form 10-Q
Series C Warrant shares4,166 sharesCommon stock issuable upon exercise of Series C Warrants
Series A Warrant shares535,726 sharesCommon stock issuable upon exercise of Series A Warrants
Beneficial ownership cap9.99%Beneficial ownership limitation applicable to Series C Warrants
Sole voting power539,892 sharesShares over which L1 Capital has sole power to vote
Sole dispositive power539,892 sharesShares over which L1 Capital has sole power to dispose
Key Terms
beneficially own, beneficial ownership limitation, Sole Dispositive Power, Sole Voting Power, +1 more
5 terms
beneficially ownregulatory
"may be deemed to beneficially own (as that term is defined in Rule 13d-3 )"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
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.
Sole Dispositive Powerfinancial
"Sole Dispositive Power 539,892.00 8 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Sole Voting Powerfinancial
"Sole Voting Power 539,892.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
pecuniary interestfinancial
"disclaim beneficial ownership of these securities except to the extent of each of their pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of BNBX does L1 Capital Global Opportunities Master Fund own?
L1 Capital Global Opportunities Master Fund reports beneficial ownership of 7.0% of BNB PLUS CORP.’s common stock. This is based on 7,197,228 shares outstanding as of May 12, 2026, as referenced in the company’s Form 10-Q.
How many BNBX shares are beneficially owned by L1 Capital Global Opportunities Master Fund?
L1 Capital Global Opportunities Master Fund beneficially owns 539,892 shares of BNB PLUS CORP. common stock. All of these shares are issuable upon exercise of warrants rather than currently issued common stock.
What types of BNBX warrants does L1 Capital hold and in what amounts?
L1 Capital holds BNB PLUS CORP. warrants for 4,166 Series C and 535,726 Series A shares. The Series C Warrants are subject to a 9.99% beneficial ownership limitation, restricting exercises that would exceed that level.
Does L1 Capital have sole or shared voting power over its BNBX position?
L1 Capital reports sole voting power over 539,892 shares of BNB PLUS CORP. and no shared voting power. It also reports sole dispositive power over the same number of shares, with no shared dispositive power.
On what share count is L1 Capital’s 7.0% BNBX ownership based?
The reported 7.0% ownership is calculated using 7,197,228 shares of BNB PLUS CORP. common stock outstanding as of May 12, 2026. That outstanding figure comes from the issuer’s Form 10-Q filed on May 15, 2026.
Who are the individuals associated with L1 Capital’s BNBX holdings?
The fund’s directors are David Feldman and Joel Arber. They may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership except to the extent of their pecuniary interest in the fund.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
BNB PLUS CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
03815U300
(CUSIP Number)
08/14/2026
(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)
7.0 %
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:
3rd Floor, Citrus Grove Building, 106 Goring Ave.
George Town
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/A filed with the Securities and Exchange Commission on May 15, 2026 covering 539,892 shares of common stock issuable upon exercise of Warrants 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 7,197,228 shares of Common Stock outstanding as of May 12, 2026, based on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 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:
7.0%
(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.
