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BNB Standard adds Zhao Changpeng to ownership report

The reported beneficial ownership limits are 9.99% for Strategic Advisor Warrants, 4.99% for Stapled Warrants and 19.99% for Pre-Funded Warrants.

(High)

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Form Type
3/A

Rhea-AI Filing Summary

BNB Standard Corp’s Form 3/A adds Zhao Changpeng as a reporting person; Zhao and YZi Labs Management Ltd. are listed as ten percent owners. It says the original Form 3’s other information remains unchanged. As of September 17, 2026, it lists 2,150,481 common shares beneficially owned by YZi Labs and warrants for 3,564,359 Strategic Advisor, 9,900,991 Stapled and 7,750,510 Pre-Funded underlying common shares. Zhao may be deemed to beneficially own YZi Labs’ securities as its sole director; both reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests.

Insights

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Insider YZILabs Management Ltd., Zhao Changpeng
Role 10% Owner | 10% Owner
Type Security Shares Price Value
holding Strategic Advisor Warrants F3, F4, F1, F2 -- -- --
holding Stapled Warrants F5, F4, F1, F2 -- -- --
holding Pre-Funded Warrants F6, F4, F1, F2 -- -- --
holding Common Stock, par value $0.00001 per share F1, F2 -- -- --
Holdings After Transaction: Strategic Advisor Warrants — 3,564,359 contracts (Direct); Stapled Warrants — 9,900,991 contracts (Direct); Pre-Funded Warrants — 7,750,510 contracts (Direct); Common Stock, par value $0.00001 per share — 2,150,481 shares (Direct)
Footnotes (6)
  1. F1. This Form 3 is filed jointly by YZiLabs Management Ltd, a British Virgin Islands business company ("YZi Labs") and Changpeng Zhao ("Mr. Zhao"), a citizen of the United Arab Emirates (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  2. F2. Securities beneficially owned by YZi Labs. As the sole director of YZi Labs, Mr. Zhao may be deemed to beneficially own the securities beneficially owned directly by YZi Labs.
  3. F3. The Strategic Advisor Warrants are immediately exercisable at an exercise price equal to $0.00001 per share and may be exercised at any point on or prior to 5:00 p.m. on August 5, 2030, subject to the SAW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Strategic Advisor Warrants, the holder may increase or decrease the SAW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 9.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Strategic Advisor Warrants is 9.99% of the Issuer's then outstanding shares of Common Stock (the "SAW Beneficial Ownership Limitation").
  4. F4. Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide, or the holder has elected, that the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than a certain percentage of the Issuer's then outstanding shares of common stock (the "Beneficial Ownership Limitations"), as adjusted pursuant to the terms of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants. On September 17, 2026, the Issuer agreed to waive the required 61 days' notice period to the Issuer with respect to an increase in the Beneficial Ownership Limitations under the terms of each of the Pre-Funded Warrants and the Strategic Advisor Warrants held by YZi Labs.
  5. F5. The Stapled Warrants are immediately exercisable at an initial exercise price equal to $15.15 per Share and may be exercised at any time on or prior to 5:00 p.m. on June 28, 2028, subject to the SW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Stapled Warrants, the holder may increase or decrease the SW Beneficial Ownership Limitation upon 61 days' notice to the Issuer to any other percentage specified in the notice. As of the date hereof, the Beneficial Ownership Limitation under the Stapled Warrants is 4.99% of the Issuer's then outstanding shares of Common Stock (the "SW Beneficial Ownership Limitation").
  6. F6. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.00001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the PFW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the holder may increase or decrease the PFW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 19.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Pre-Funded Warrants is 19.99% of the Issuer's then outstanding shares of Common Stock (the "PFW Beneficial Ownership Limitation").
Common shares beneficially owned by YZi Labs 2,150,481 shares As of September 17, 2026
Strategic Advisor Warrants underlying shares 3,564,359 underlying common shares As of September 17, 2026
Stapled Warrants underlying shares 9,900,991 underlying common shares As of September 17, 2026
Pre-Funded Warrants underlying shares 7,750,510 underlying common shares As of September 17, 2026
Strategic Advisor Warrant exercise price $0.00001 per share Strategic Advisor Warrants
Stapled Warrant initial exercise price $15.15 per share Stapled Warrants
Pre-Funded Warrant initial exercise price $0.00001 per share Pre-Funded Warrants
Strategic Advisor Warrants financial
"The Strategic Advisor Warrants are immediately exercisable"
Strategic advisor warrants are contracts given to consultants or advisers that give them the right to buy a company’s stock later at a fixed price. Think of them like a coupon that lets an advisor purchase shares at today’s agreed price within a set time; they align the adviser’s incentives with the company’s success but can dilute existing shareholders if exercised.
Stapled Warrants financial
"The Stapled Warrants are immediately exercisable"
Stapled warrants are financial instruments that are permanently attached to another security, such as a share or unit, and cannot be bought or sold on their own. They give the holder the right to buy additional shares at a set price within a set time, creating potential extra upside or dilution; think of them like a discount coupon that comes fixed to a product — it can boost future returns but also affects overall share supply and valuation for investors.
Pre-Funded Warrants financial
"The Pre-Funded Warrants are immediately exercisable"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitation financial
"subject to the SAW 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares and warrants does BNC report for YZi Labs?

The report lists 2,150,481 common shares beneficially owned by YZi Labs, plus warrants for 3,564,359 Strategic Advisor, 9,900,991 Stapled and 7,750,510 Pre-Funded underlying common shares.

What are the BNC Strategic Advisor Warrant terms?

The Strategic Advisor Warrants are immediately exercisable at $0.00001 per share on or before 5:00 p.m. on August 5, 2030, subject to a 9.99% beneficial ownership limitation. The holder may increase or decrease the limit on 61 days’ notice to the issuer, but it cannot exceed 9.99%.

What are the BNC Stapled Warrant terms?

The Stapled Warrants are immediately exercisable at an initial price of $15.15 per share on or before 5:00 p.m. on June 28, 2028, subject to a 4.99% beneficial ownership limitation. The holder may change the limit on 61 days’ notice to the issuer to another percentage stated in the notice.

What are the BNC Pre-Funded Warrant terms?

The Pre-Funded Warrants are immediately exercisable at an initial price of $0.00001 per share until exercised in full, subject to a 19.99% beneficial ownership limitation. The holder may increase or decrease the limit on 61 days’ notice to the issuer, but it cannot exceed 19.99%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
YZILabs Management Ltd.

(Last)(First)(Middle)
2ND FLOOR, WATER'S EDGE BUILDING
WICKHAMS CAY II

(Street)
ROAD TOWN TORTOLAVIRGIN ISLANDSVG1110

(City)(State)(Zip)

VIRGIN ISLANDS, BRITISH

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2026
3. Issuer Name and Ticker or Trading Symbol
BNB Standard Corp [ BNC ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
09/21/2026
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.00001 per share2,150,481D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Strategic Advisor Warrants (3)08/05/2030Common Stock, $0.00001 per share3,564,359(4)(3)D(1)(2)
Stapled Warrants (5)06/28/2028Common Stock, $0.00001 per share9,900,991(4)(5)D(1)(2)
Pre-Funded Warrants (6) (6)Common Stock, $0.00001 per share7,750,510(4)(6)D(1)(2)
1. Name and Address of Reporting Person*
YZILabs Management Ltd.

(Last)(First)(Middle)
2ND FLOOR, WATER'S EDGE BUILDING
WICKHAMS CAY II

(Street)
ROAD TOWN TORTOLAVIRGIN ISLANDSVG1110

(City)(State)(Zip)

VIRGIN ISLANDS, BRITISH

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Zhao Changpeng

(Last)(First)(Middle)
2ND FLOOR, WATER'S EDGE BUILDING
WICKHAMS CAY II

(Street)
ROAD TOWNTORTOLAVG1110

(City)(State)(Zip)

VIRGIN ISLANDS, BRITISH

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 3 is filed jointly by YZiLabs Management Ltd, a British Virgin Islands business company ("YZi Labs") and Changpeng Zhao ("Mr. Zhao"), a citizen of the United Arab Emirates (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Securities beneficially owned by YZi Labs. As the sole director of YZi Labs, Mr. Zhao may be deemed to beneficially own the securities beneficially owned directly by YZi Labs.
3. The Strategic Advisor Warrants are immediately exercisable at an exercise price equal to $0.00001 per share and may be exercised at any point on or prior to 5:00 p.m. on August 5, 2030, subject to the SAW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Strategic Advisor Warrants, the holder may increase or decrease the SAW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 9.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Strategic Advisor Warrants is 9.99% of the Issuer's then outstanding shares of Common Stock (the "SAW Beneficial Ownership Limitation").
4. Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide, or the holder has elected, that the holder shall not have the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than a certain percentage of the Issuer's then outstanding shares of common stock (the "Beneficial Ownership Limitations"), as adjusted pursuant to the terms of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants. On September 17, 2026, the Issuer agreed to waive the required 61 days' notice period to the Issuer with respect to an increase in the Beneficial Ownership Limitations under the terms of each of the Pre-Funded Warrants and the Strategic Advisor Warrants held by YZi Labs.
5. The Stapled Warrants are immediately exercisable at an initial exercise price equal to $15.15 per Share and may be exercised at any time on or prior to 5:00 p.m. on June 28, 2028, subject to the SW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Stapled Warrants, the holder may increase or decrease the SW Beneficial Ownership Limitation upon 61 days' notice to the Issuer to any other percentage specified in the notice. As of the date hereof, the Beneficial Ownership Limitation under the Stapled Warrants is 4.99% of the Issuer's then outstanding shares of Common Stock (the "SW Beneficial Ownership Limitation").
6. The Pre-Funded Warrants are immediately exercisable at an initial exercise price equal to $0.00001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject to the PFW Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the holder may increase or decrease the PFW Beneficial Ownership Limitation upon 61 days' notice to the Issuer, provided that such Beneficial Ownership Limitation in no event exceeds 19.99% of the Issuer's then outstanding shares of Common Stock. As of the date hereof, the Beneficial Ownership Limitation under the Pre-Funded Warrants is 19.99% of the Issuer's then outstanding shares of Common Stock (the "PFW Beneficial Ownership Limitation").
Remarks:
The Form 3 filed on September 21, 2026 was filed under the correct name of YZi Labs but was filed without the EDGAR filing credentials for the Reporting Person, Mr. Zhao. This amendment correctly discloses Mr. Zhao as a Reporting Person and otherwise does not change any other information set forth in the original Form 3.
YZiLabs Management Ltd, By: /s/ Ling Zhang, Authorized Signatory10/07/2026
/s/ Changpeng Zhao10/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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