CEA Industries investor Changpeng Zhao at 19.99%

YZi Labs and Changpeng Zhao report a 19.99% beneficial stake in CEA Industries, after large warrant exercises constrained by ownership caps.

Rhea-AI Filing Summary

CEA Industries Inc. (BNC) has an amended Schedule 13D showing that YZILabs Management Ltd. and its sole director Changpeng Zhao beneficially own 9,749,745 common shares, or 19.99% of the company’s common stock, based on a denominator including recently exercised warrants.

YZi Labs originally acquired shares and multiple warrant series in a PIPE financing, then on September 17, 2026 exercised 5,418,633 Pre-Funded Warrants and 2,180,631 Strategic Advisor Warrants at $0.00001 per share. Remaining Pre-Funded, Stapled and Strategic Advisor Warrants are subject to tiered Beneficial Ownership Limitations of 19.99%, 4.99% and 9.99%, respectively, which currently prevent further warrant exercises from being counted as beneficially owned.

Filing Explained

The September 17 amendment records the issuer’s waiver of the 61-day notice and effective increases in YZi Labs’ warrant ownership limits, but states that the remaining warrants still cannot currently be exercised; no additional shares are reported from them.

Key Figures

Beneficial ownership: 9,749,745 shares (19.99%) Shares outstanding baseline: 41,173,850 shares PIPE common shares purchased: 2,150,481 shares at $10.10 per share +5 more

8 metrics

Beneficial ownership 9,749,745 shares (19.99%) Shares of CEA Industries common stock beneficially owned by YZi Labs and Changpeng Zhao

Shares outstanding baseline 41,173,850 shares Common shares outstanding as of September 4, 2026, from the company’s Form 10-Q

PIPE common shares purchased 2,150,481 shares at $10.10 per share Shares acquired by YZi Labs in the PIPE financing

Pre-Funded Warrants originally acquired 7,750,510 warrants at $10.09999 per warrant Pre-Funded Warrants obtained in connection with the PIPE

Stapled Warrants 9,900,991 warrants at $15.15 exercise price Stapled Warrants immediately exercisable until June 28, 2028, subject to ownership limits

Strategic Advisor Warrants originally granted 3,564,359 warrants Issued to YZi Labs for services under a Strategic Advisor Agreement

Warrants exercised on September 17, 2026 7,599,264 warrants at $0.00001 per share 2,180,631 Strategic Advisor and 5,418,633 Pre-Funded Warrants exercised; figure is sum of stated counts

Beneficial Ownership Limitations 19.99%, 9.99%, 4.99% Limits for Pre-Funded, Strategic Advisor and Stapled Warrants, respectively

Key Terms

Beneficial Ownership Limitation, Pre-Funded Warrants, Stapled Warrants, Strategic Advisor Warrants, +1 more

5 terms

Beneficial Ownership Limitation regulatory

"to increase the Beneficial Ownership Limitation under the Strategic Advisor Warrants"

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.

Pre-Funded Warrants financial

"At the close of business on the date hereof, YZi Labs held (i) 2,331,877 Pre-Funded Warrants"

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

"At the close of business on the date hereof, YZi Labs held (ii) 9,900,991 Stapled Warrants"

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

"At the close of business on the date hereof, YZi Labs held (iii) 1,383,728 Strategic Advisor Warrants"

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.

PIPE financial

"were acquired in connection with the PIPE at a price of $10.10 per Share"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

FAQ

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

What percentage of CEA Industries (BNC) does YZi Labs currently beneficially own?

YZi Labs beneficially owns 9,749,745 shares of CEA Industries common stock, representing approximately 19.99% of the outstanding shares, based on the share count that includes shares issued upon exercise of certain warrants.

Who are the reporting persons in this Schedule 13D/A for CEA Industries (BNC)?

The reporting persons are YZILabs Management Ltd., organized in the British Virgin Islands, and Changpeng Zhao, a resident of the United Arab Emirates, who is the sole director of YZi Labs and may be deemed to beneficially own the same 9,749,745 shares.

What warrants related to CEA Industries (BNC) does YZi Labs still hold?

As of September 17, 2026, YZi Labs holds 2,331,877 Pre-Funded Warrants, 9,900,991 Stapled Warrants, and 1,383,728 Strategic Advisor Warrants, each series being immediately exercisable but subject to Beneficial Ownership Limitations that cap the percentage of shares that can be beneficially owned.

What recent warrant exercises did YZi Labs report for CEA Industries (BNC)?

On September 17, 2026, YZi Labs exercised 2,180,631 Strategic Advisor Warrants and 5,418,633 Pre-Funded Warrants of CEA Industries, each at an exercise price of $0.00001 per share, resulting in additional common shares being issued.

What are the Beneficial Ownership Limitations on YZi Labs’ CEA Industries (BNC) warrants?

The Beneficial Ownership Limitation is 19.99% for the Pre-Funded Warrants, 9.99% for the Strategic Advisor Warrants, and 4.99% for the Stapled Warrants. These limits prevent exercises that would cause YZi Labs and certain affiliates to exceed those ownership percentages.

How many CEA Industries (BNC) shares were outstanding used in the ownership calculation?

The ownership percentage was calculated using 41,173,850 shares outstanding as of September 4, 2026, plus 2,180,631 shares issued from exercised Strategic Advisor Warrants and 5,418,633 shares from exercised Pre-Funded Warrants.

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

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Available on EDGAR 09/21/2026 - 04:11 PM Accepted by SEC EDGAR 09/21/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

CEA Industries Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

86887P309

(CUSIP Number)

JIA "HOLLY" YOU
YZILABS MANAGEMENT LTD., 2 Fl, Water's Edge Bldg, Wickhams Cay II
Road Town, D8, VG 110
201-855-6358

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 86887P309

1

Name of reporting person

YZILabs Management Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,749,745.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,749,745.00

11

Aggregate amount beneficially owned by each reporting person

9,749,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 86887P309

1

Name of reporting person

Changpeng Zhao

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,749,745.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,749,745.00

11

Aggregate amount beneficially owned by each reporting person

9,749,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: CEA Industries Inc.
(c)	Address of Issuer's Principal Executive Offices: 385 S. PIERCE AVE, STE C, LOUISVILLE, COLORADO , 80027.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by YZi Labs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). 2,150,481 Shares beneficially owned by YZi Labs were acquired in connection with the PIPE at a price of $10.10 per Share. In connection with the closing of the PIPE, YZi Labs also originally acquired (i)7,750,510 Pre-Funded Warrants at a price of $10.09999 per Pre-Funded Warrant, (ii) 9,900,991 Stapled Warrants at a price of $15.15 per Stapled Warrant and (iii) 3,564,359 Strategic Advisor Warrants in connection with services provided under the Strategic Advisor Agreement. 5,418,633 Shares beneficially owned by YZi Labs were acquired through the exercise of 5,418,633 of the Pre-Funded Warrants at an exercise price of $0.00001 per Share. 2,180,631 Shares beneficially owned by YZi Labs were acquired through the exercise of 2,180,631 of the Strategic Advisor Warrants at an exercise price of $0.00001 per Share.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On September 17, 2026, the Issuer agreed to waive the required 61 days' notice period to the Issuer for YZi Labs to increase the Beneficial Ownership Limitation (as defined in Item 5 below) under the terms of each of the Pre-Funded Warrants and the Strategic Advisor Warrants held by YZi Labs. Also on September 17, 2026, YZi Labs notified the Issuer of its election to increase the Beneficial Ownership Limitation under the Strategic Advisor Warrants pursuant to their terms from 4.99% to 9.99% and to increase the Beneficial Ownership Limitation under the Pre-Funded Warrants pursuant to their terms from 4.99% to 19.99%, each effective September 17, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons named herein is based upon a denominator that is the sum of: (i) 41,173,850 Shares outstanding as of September 4, 2026, which is the total number of shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on September 11, 2026, (ii) the 2,180,631 Shares issued upon the exercise of certain Strategic Advisor Warrants exercised by the Reporting Persons and (iii) 5,418,633 Shares issued upon the exercise of certain Pre-Funded Warrants exercised by the Reporting Persons. As of the close of business on the date hereof, YZi Labs beneficially owned 9,749,745 Shares, constituting approximately 19.99% of the Shares outstanding. As the sole director of YZi Labs, Mr. Zhao may be deemed to beneficially own the 9,749,745 Shares beneficially owned by YZi Labs, constituting approximately 19.99% of the Shares outstanding. At the close of business on the date hereof, YZi Labs held (i) 2,331,877 Pre-Funded Warrants, (ii) 9,900,991 Stapled Warrants and (iii) 1,383,728 Strategic Advisor Warrants. 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 Beneficial Ownership Limitation. 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 5:00pm on June 28, 2028, subject to the Beneficial Ownership Limitation. 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 Beneficial Ownership Limitation. 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 (the "Beneficial Ownership Limitations"). As of the date hereof, the Beneficial Ownership Limitation applicable to the Pre-Funded Warrants is 19.99%; the Beneficial Ownership Limitation applicable to the Strategic Advisor Warrants is 9.99%; and the Beneficial Ownership Limitation applicable to the Stapled Warrants is 4.99%. Pursuant to the terms of the Pre-Funded Warrants, the holder may increase or decrease the 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. Pursuant to the terms of the Stapled Warrants, the holder may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer to any other percentage specified in the notice. Pursuant to the terms of the Strategic Advisor Warrants, the holder may increase or decrease the 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. As of the close of business on the date hereof, the Beneficial Ownership Limitations prohibit the further exercise of any and all of the warrants held by YZi Labs and the shares underlying the Pre-Funded Warrants, the Stapled Warrants and the Strategic Advisor Warrants held by YZi Labs are not included in YZi Labs' or Mr. Zhao's beneficial ownership as reported herein. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and restated to read as follows: On September 17, 2026, YZi Labs exercised (i) 2,180,631 Strategic Advisor Warrants at an exercise price of $0.00001 per Share and (ii) 5,418,633 Pre-Funded Warrants at an exercise price of $0.00001 per Share. Other than as provided in this Schedule 13D, there have been no transactions in the Shares of the Issuer by the Reporting Persons during the past sixty days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

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.

YZILabs Management Ltd.

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang, Authorized Signatory
Date:	09/21/2026

Changpeng Zhao

Signature:	/s/ Changpeng Zhao
Name/Title:	Changpeng Zhao
Date:	09/21/2026