CEA Industries new 10% holder reports 2.15M shares
CEA Industries Inc. (BNC) reported that YZiLabs Management Ltd. became a more than 10% shareholder and filed an initial ownership report listing its equity positions.
Rhea-AI Filing Summary
CEA Industries Inc. (BNC) reported that YZiLabs Management Ltd. became a more than 10% shareholder and filed an initial ownership report listing its equity positions. YZiLabs holds 2,150,481 shares of common stock directly, plus several warrant series that are immediately exercisable into additional common shares, each subject to specified beneficial ownership limits.
The reported derivative positions include 3,564,359 underlying shares via Strategic Advisor Warrants exercisable at $0.00001 per share until August 5, 2030; 9,900,991 underlying shares via Stapled Warrants exercisable at $15.15 per share until June 28, 2028; and 7,750,510 underlying shares via Pre-Funded Warrants exercisable at $0.00001 per share. These warrants contain Beneficial Ownership Limitations generally capping post-exercise holdings at 4.99%, 9.99%, or 19.99% of outstanding common stock, as applicable, with certain notice-based adjustment rights and a waiver of the usual 61-day notice period for specific increases agreed on September 17, 2026.
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Insights
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Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
YZILabs Management Ltd.
Role
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)
- 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.
- 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.
- 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").
- 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.
- 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").
- 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").
Key Figures
Common stock directly owned: 2,150,481 shares
Strategic Advisor Warrants underlying shares: 3,564,359 shares
Stapled Warrants underlying shares: 9,900,991 shares
+5 more
8 metrics
Common stock directly owned
2,150,481 shares
Shares of CEA Industries common stock reported as directly owned by YZiLabs on Form 3
Strategic Advisor Warrants underlying shares
3,564,359 shares
Underlying common shares for Strategic Advisor Warrants held by YZiLabs
Stapled Warrants underlying shares
9,900,991 shares
Underlying common shares for Stapled Warrants held by YZiLabs
Pre-Funded Warrants underlying shares
7,750,510 shares
Underlying common shares for Pre-Funded Warrants held by YZiLabs
Strategic Advisor Warrants exercise price
$0.00001 per share
Immediate exercise price for Strategic Advisor Warrants, exercisable until August 5, 2030
Stapled Warrants initial exercise price
$15.15 per share
Initial exercise price for Stapled Warrants, exercisable until June 28, 2028
SAW Beneficial Ownership Limitation
9.99%
Maximum ownership of outstanding common stock allowed on exercise of Strategic Advisor Warrants as of the filing date
PFW Beneficial Ownership Limitation
19.99%
Maximum ownership of outstanding common stock allowed on exercise of Pre-Funded Warrants as of the filing date
Key Terms
Pre-Funded Warrants, Stapled Warrants, Strategic Advisor Warrants, Beneficial Ownership Limitation, +1 more
5 terms
Pre-Funded Warrants financial
"Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide..."
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.
Stapled Warrants financial
"Each of the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants either provide..."
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.
Strategic Advisor Warrants financial
"The Strategic Advisor Warrants are immediately exercisable at an exercise price equal to $0.00001 per share..."
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.
Beneficial Ownership Limitation financial
"As of the date hereof, the Beneficial Ownership Limitation under the Strategic Advisor Warrants is 9.99%..."
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.
Section 13(d) group regulatory
"Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10%..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider position in CEA Industries Inc. (BNC) did YZiLabs report on this Form 3?
YZiLabs reported direct ownership of 2,150,481 shares of CEA Industries common stock, plus multiple warrant series that are immediately exercisable into additional common shares, all subject to Beneficial Ownership Limitations described in the filing.
What Strategic Advisor Warrants linked to BNC does YZiLabs hold and on what terms?
YZiLabs holds Strategic Advisor Warrants for 3,564,359 underlying shares of CEA Industries common stock, immediately exercisable at $0.00001 per share until August 5, 2030, subject to a 9.99% SAW Beneficial Ownership Limitation as of the filing date.
What are the Stapled Warrants reported in the CEA Industries (BNC) Form 3?
YZiLabs reported Stapled Warrants covering 9,900,991 underlying shares of CEA Industries common stock, immediately exercisable at an initial exercise price of $15.15 per share until June 28, 2028, subject to a 4.99% SW Beneficial Ownership Limitation as of the filing date.
How do the Beneficial Ownership Limitations affect YZiLabs’ CEA Industries (BNC) warrants?
Each warrant series limits exercises so that, after giving effect, YZiLabs and certain affiliates do not exceed specified ownership caps of 4.99%, 9.99%, or 19.99% of outstanding common stock, with rights to adjust these caps upon notice and a specific waiver of a 61-day notice period for certain increases.
What relationship does Changpeng Zhao have to YZiLabs’ CEA Industries (BNC) holdings?
The filing states that the securities are beneficially owned by YZiLabs Management Ltd.. As sole director of YZiLabs, Changpeng Zhao may be deemed to beneficially own those securities, while the reporting persons disclaim beneficial ownership beyond their pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
