- YZi Labs flags 10X Capital may secretly control over 5% of CEA Industries, urging SEC disclosure for transparency.
- Board’s poison pill and bylaw changes raise questions about possible insider coordination and an undisclosed ownership “group.”
- Warrants exercised by 10X suggest dominance in shares, while Hans Thomas still hasn’t filed required SEC ownership forms.
Questions have arisen over 10X Capital Asset Management’s potential undisclosed control of CEA Industries (NASDAQ: BNC). YZi Labs, investor, uncovered filings suggesting 10X and affiliates may collectively own more than 5% of the company.
The findings, reported from the British Virgin Islands on February 27, 2026, emphasize a lack of transparency that could trigger mandatory SEC disclosures. Alex Odagiu, Investment Partner at YZi Labs, stated, “The math in the Company’s own SEC filings leaves little room for ambiguity.” He added, “10X appears to have crossed the 5% ownership threshold months ago – but instead of complying with basic federal securities laws, they chose to hide in the shadows.”
According to the firm, the filings indicate 2,376,236 warrants were exercised recently. 10X BNB Cayman Sponsor and 10X Capital Partners LLC controlled nearly all of these warrants. With total outstanding shares at 44,062,938 as of December 12, 2025, this translates to approximately 5.39% ownership.
Hence, YZi Labs urges 10X and Hans Thomas, a board member and 10X controller, to clarify ownership immediately. Mr. Thomas has yet to file a Form 3, a regulatory requirement, raising further questions about compliance and shareholder transparency.
Board Coordination and Potential “Group”
Additionally, insider disclosures show CEO David Namdar and other directors hold roughly 2.02% of the company. Combined with 10X’s estimated 5.39%, insiders could control 7.41% of BNC. Moreover, the Board adopted a stockholder rights plan, a so-called poison pill, and amended bylaws unanimously in December 2025.
This coordinated action suggests possible concerted efforts to influence governance. Consequently, market analysts and shareholders now question whether these aligned insiders form an undisclosed “group” under SEC rules.
YZi Labs highlights that transparency is critical. They emphasize the need to reveal whether 10X-linked entities actively manage, sell, or vote these shares together. The firm confirmed it has not exercised its own warrants, further pointing to 10X’s potential dominance in recent warrant activity.