CEA Industries (NASDAQ: BNC) holders seek record date for written consent proposals

Rhea-AI Filing Summary

CEA Industries Inc. shareholders led by YZi Labs filed an amended Schedule 13D to update their position and actions regarding the company. YZi Labs and Changpeng Zhao report beneficial ownership of 2,150,481 common shares, representing 4.9% of the class, while Jiajin He reports 2,099,644 shares, or 4.6%.

On March 13, 2026, YZi Labs requested that CEA Industries set a record date so stockholders can act by written consent on proposals in YZi Labs’ preliminary consent statement. The request responds to bylaws amended in late December 2025 that added significant disclosure and procedural hurdles for nominating directors and soliciting written consents.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CEA Industries Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

(CUSIP Number)

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

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

03/13/2026

(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 No.

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 2,150,481.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,150,481.00

11

Aggregate amount beneficially owned by each reporting person

2,150,481.00

12

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

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

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 2,150,481.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,150,481.00

11

Aggregate amount beneficially owned by each reporting person

2,150,481.00

12

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

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Baucus Max

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)

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Chapman James David

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)

5

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

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Mr. Chapman is a citizen of the United Kingdom and Australia.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Guill?n Goody Teresa Marie

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)

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Ms. Goody Guillen is a citizen of the United States and Australia.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

He Jiajin

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)

PF

5

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

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,099,644.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,099,644.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,099,644.00

12

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

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Odagiu Alex

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)

PF

5

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

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,918.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,918.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,918.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Mr. Odagiu is a citizen of the United Kingdom, Moldova and Romania.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Roszak Matthew

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)

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Mr. Roszak is a citizen of the United States and Poland.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Zhang Ling

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)

5

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

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

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: 1780 55TH STREET, SUITE C, BOULDER, COLORADO , 80301.
Item 4.	Purpose of Transaction
	Item 4 is hereby supplemented to add the following: On March 13, 2026, in accordance with the Bylaws of the Issuer, YZi Labs delivered a written letter to the Issuer requesting the Issuer to set a record date for determining stockholders entitled to express written consent to corporate action without a meeting (the "Record Date Request"), in order for stockholders to be able to provide written consents for the approval of the proposals set forth in the preliminary consent statement filed by YZi Labs with the SEC. The Record Date Request is required to comply with the Bylaws, as amended by the Issuer in late December 2025, which added significant restrictions and procedural hurdles to the process of nominating director candidates to the Board and soliciting the written consent of stockholders of the Issuer, including among other items, extensive disclosures and written questionnaires and representation and agreements completed by each of the Nominees in the form provided by the Issuer.

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:	03/16/2026

Changpeng Zhao

Signature:	/s/ Changpeng Zhao
Name/Title:	Changpeng Zhao
Date:	03/16/2026

Baucus Max

Signature:	/s/ Max Sieben Baucus
Name/Title:	Max Sieben Baucus
Date:	03/16/2026

Chapman James David

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang, Attorney-in-fact for David J. Chapman
Date:	03/16/2026

Guill?n Goody Teresa Marie

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang, Attorney-in-fact for Teresa Marie Goody Guillen
Date:	03/16/2026

He Jiajin

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang, Attorney-in-fact for Jiajin He
Date:	03/16/2026

Odagiu Alex

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang, Attorney-in-fact for Alex Odagiu
Date:	03/16/2026

Roszak Matthew

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang, Attorney-in-fact for Matthew Roszak
Date:	03/16/2026

Zhang Ling

Signature:	/s/ Ling Zhang
Name/Title:	Ling Zhang
Date:	03/16/2026

FAQ

What does the Schedule 13D/A filing for CEA Industries (BNC) disclose?

The filing discloses updated ownership and activism-related actions by YZi Labs and associated reporting persons in CEA Industries. It details share positions, percentage ownership, and a March 2026 request to set a record date for shareholder written consents on proposals YZi Labs is advancing.

How many CEA Industries shares does YZi Labs report in this Schedule 13D/A?

YZi Labs and Changpeng Zhao report beneficial ownership of 2,150,481 CEA Industries common shares, representing 4.9% of the outstanding class. These shares are reported with shared voting and dispositive power, indicating coordinated influence over how the stake is voted and potentially disposed.

What ownership does Jiajin He report in CEA Industries in this amendment?

Jiajin He reports beneficial ownership of 2,099,644 CEA Industries common shares, representing 4.6% of the class. These shares are held with sole voting and dispositive power, meaning voting and disposition decisions for this block are controlled individually rather than shared with other filers.

What action did YZi Labs request from CEA Industries’ board on March 13, 2026?

On March 13, 2026, YZi Labs delivered a written request that CEA Industries set a record date for stockholders entitled to act by written consent. This would allow shareholders to provide written consents on proposals outlined in YZi Labs’ preliminary consent statement filed with the SEC.

Why is YZi Labs focused on a record date for written consents at CEA Industries?

YZi Labs seeks a record date so shareholders can vote by written consent on its proposals, following late December 2025 bylaw amendments. Those amendments added significant restrictions, disclosures, and questionnaires for nominating directors and soliciting written consents from CEA Industries stockholders.

Which other reporting persons show zero CEA Industries ownership in this 13D/A?

Several reporting persons, including Max Baucus, James David Chapman, Teresa Marie Goody Guillen, Matthew Roszak, and Ling Zhang, each report zero beneficial ownership of CEA Industries shares. Their inclusion reflects group reporting, even though their individual aggregate ownership percentages are listed as 0.0%.

What changes to CEA Industries’ bylaws are highlighted in the filing?

The filing notes that, in late December 2025, CEA Industries amended its bylaws to add significant restrictions and procedural hurdles. These include extensive disclosures, written questionnaires, and representations and agreements required from nominees and participants in any director nomination or written consent solicitation.