CEA Industries Inc.

ITEM 1. FINANCIAL STATEMENTS

CEA Industries Inc.

Index to Unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(dollars in thousands, except per share amounts)

Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity

(dollars in thousands)

Unaudited Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

Note 1 — Nature of Operations

Description of Business

CEA Industries Inc. ("CEAI," or, together with its subsidiaries, the "Company" or "BNC") is a digital asset treasury ("DAT") focused exclusively on BNB, the native token of the BNB blockchain network ("BNB Chain"). Its primary business is to build and manage the largest corporate treasury of BNB to provide institutional-grade exposure to blockchain infrastructure and decentralized finance ("DeFi") and to generate income, such as by receiving new tokens or coins distributed by a project to a wide range of individuals in the crypto community ("Airdrops"), including to BNC in connection with its eligible BNB holdings. The Company may also generate returns through additional digital asset-related activities, such as staking, validation services, lending, and other DeFi protocols in the future, though it has not staked any BNB through July 31, 2026. Additionally, as part of the Company's ongoing operations, it engages in core retail nicotine vape operations and sale of industrial climate control systems for controlled environment agriculture.

As more fully described in "—Segment Reporting," the Company operates the followingtwo business segments:

●BNB Treasury Management — Operations directly related to the Company's DAT strategy, including the acquisition, disposition, and management of the Company's BNB holdings or other digital assets such as via Airdrops.

●Retail and Industry — Fat Panda's retail and distribution operations along with revenue and operating costs related to designing, engineering, and selling industrial climate control systems for controlled environment agriculture.

Formation and Organization

CEAI was incorporated under the laws of the State of Nevada on October 14, 2009, and is headquartered in Louisville, Colorado. Historically, CEAI operated a portfolio of consumer and industrial businesses, including industrial climate control systems for controlled environment agriculture.

On June 6, 2025 (the "Acquisition Date"), CEAI completed the acquisition of Fat Panda Ltd., a Canadian corporation, and its related entities ("Fat Panda") (the "Fat Panda Acquisition"), entering the Canadian retail nicotine vape industry. The Fat Panda Acquisition, completed before the Company commenced its DAT strategy, aligned with the Company's then-current strategy to focus on high-growth, regulated consumer markets and provide a vertically integrated infrastructure to support retail expansion and e-commerce capabilities. The Company changed its Nasdaq ticker symbol from "CEAD" to "VAPE" on June 13, 2025 in connection with its acquisition of Fat Panda.

In August 2025, the Company initiated a strategic transformation to adopt the current BNB-focused DAT strategy that commenced on August 5, 2025, following the closing of a private placement that raised $500.0 million (the "PIPE Transaction"), with up to $750.0 million additional proceeds available through warrant exercises (Note 6), and execution of an Asset Management Agreement ("AMA") to provide asset management and related services with respect to the Company's DAT strategy with 10X Capital Partners LLC ("Asset Manager") (Note 10). In connection with this strategic shift, the Company changed its Nasdaq ticker symbol from "VAPE" to "BNC" on August 6, 2025, reflecting the Company's strategic focus on BNB as its primary treasury reserve asset. The Company's treasury assets are held by BNC BNB Cayman, a Cayman Islands exempt company, indirectly owned through the Company's wholly owned subsidiary, CEA BRS LLC, a Delaware limited liability company and the sole stockholder of BNC BNB Cayman (Note 7).

Segment Reporting

During the second fiscal quarter of 2026, the Company introduced a new business line focused on the Company's DAT strategy, and appointed a new Chief Executive Officer, who served as the chief operating decision maker ("CODM") until July 2026, after which the Interim Principal Executive Officer and Chief Financial Officer served as the CODM. These changes triggered a reassessment of the Company's operating segments under the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") ASC 280, Segment Reporting. As a result of this reassessment, the Company determined that it operatestwo reportable segments: BNB Treasury Management and Retail and Industry (see "—Description of Business"). Comparative periods have been recast to reflect this change in segment composition. The CODM evaluates the financial performance of the business and makes resource allocation decisions based on these two distinct sources of business activity.

The CODM uses income (loss) from operations before provision for income taxes as the primary measure to assess segment performance. This measure is reviewed regularly by examining period-over-period trends, benchmarking against competitors, and monitoring budget versus actual results. The CODM also considers this metric when evaluating income generated from segment assets to determine whether to reinvest profits within the segment or allocate resources elsewhere within the Company.

The following tables present, for each segment and consolidated total, the Company's revenues and significant expenses regularly provided to the CODM, reconciled to income (loss) from operations before provision for income taxes for each of the periods presented. Total segment assets provided to the CODM are also disclosed in the tables below for each period presented. Corporate activities are not considered an operating segment consisting primarily of corporate support functions that include capital and funding to support the business activities of the Company as well as costs and expenses not allocated to a line of business.

A. Includes other selling, general, and administrative expenses such as occupancy expenses, maintenance expenses, utilities, depreciation and amortization expenses. Amounts also include business combination expenses during the period from June 7, 2025 through July 31, 2025 and shareholder advisory expenses during the three months ended July 31, 2026.

Note 2 — Basis of Presentation and Significant Accounting Policies

Basis of Presentation

On the Acquisition Date, the Company acquired Fat Panda, Central Canada's leading retailer and manufacturer of vaping products, holding a significant market share across Manitoba, Ontario, and Saskatchewan. With 34 retail locations and an e-commerce platform, Fat Panda offers a wide range of high-quality vape devices and e-liquids, including its own premium in-house line.

The Company has been identified as the accounting acquirer ("Successor") in the Fat Panda Acquisition, and Fat Panda as the accounting predecessor ("Predecessor") in accordance with the acquisition method of accounting under ASC 805, Business Combinations. As a result of this designation, the financial statements reflect a change in reporting entity. Financial information for periods prior to the Acquisition Date represents the historical operations of Fat Panda because CEAI's operations prior to the acquisition were insignificant relative to those of Fat Panda. Financial information for periods beginning on and after the Acquisition Date reflects the operations of the combined entities under the control of the Company. The merger was accounted for as a business combination using the acquisition method of accounting. The Successor's financial statements reflect a new basis of accounting based on the fair value of the identifiable net assets acquired. Determining the fair value of certain assets and liabilities assumed involves significant judgment and the use of estimates and assumptions. See "—Business Combinations" below for additional information on the fair values of assets and liabilities recorded in connection with the Fat Panda Acquisition.

As a result of applying the acquisition method of accounting at the Acquisition Date, the accompanying unaudited condensed consolidated financial statements include a black line division to distinguish between the Predecessor and Successor reporting entities. These entities are presented on different bases and are therefore not comparable. The lack of comparability is primarily due to the impacts of the Fat Panda Acquisition, including the remeasurement of acquired assets and assumed liabilities at fair value in the Successor's unaudited condensed consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2027.

The balance sheet information at April 30, 2026 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended April 30, 2026.

Consolidation

The Company consolidates those entities over which it controls significant operating, financial, and investing decisions of the entity as well as those entities deemed to be variable interest entities ("VIEs") in which the Company is determined to be the primary beneficiary.

The analysis as to whether to consolidate an entity is subject to a significant amount of judgment. Some of the criteria considered are the determination as to the degree of control over an entity by its various equity holders, the design of the entity, how closely related the entity is to each of its equity holders, the relation of the equity holders to each other and a determination of the primary beneficiary in entities in which the Company has a variable interest. These analyses involve estimates, based on the assumptions of management, as well as judgments regarding significance and the design of entities.

VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company monitors investments in VIEs and analyzes the potential need to consolidate the related entities pursuant to the VIE consolidation requirements. These analyses require considerable judgment in determining whether an entity is a VIE and determining the primary beneficiary of a VIE since they involve subjective determinations of significance with respect to both power and economics. The result could be the consolidation of an entity that otherwise would not have been consolidated or the deconsolidation of an entity that otherwise would have been consolidated. See Note 7 for more information regarding the VIEs in which the Company holds an interest.

Segments

The Company operates throughtwo operating and reportable segments, which reflects how the CODM allocates resources and assesses performance. (Note 1)

Risks and Uncertainties

In the normal course of business, the Company is subject to risks and uncertainties common to companies in its industries, including, but not limited to, changes in general economic conditions, customer demand, supplier relationships, regulatory developments, competition, liquidity, and access to capital. The Company’s operating results and financial condition may also be affected by volatility in digital asset markets, including changes in the fair value and liquidity of its BNB holdings and other digital assets held by the Company, as well as evolving laws, regulations, custody practices, exchange practices, and accounting guidance applicable to digital assets. These factors could materially affect the Company’s future results of operations, cash flows, liquidity, and financial position.

Concentrations

BNB Holdings

The Company’s digital asset holdings are substantially concentrated in its BNB holdings, which is its primary treasury reserve asset. Since a significant portion of the Company’s assets consists of BNB, adverse changes in the market price, liquidity, custody environment, regulatory treatment, or broader adoption of BNB or the BNB ecosystem could have a material adverse effect on the Company’s financial condition, results of operations, cash flows, and liquidity.

All of the Company's BNB holdings not pledged as collateral are held in custody through the Company’s sole custodian, Ceffu, a non-U.S. institutional digital asset custody platform operating within the Binance ecosystem. Ceffu uses a multi-party computation wallet infrastructure and maintains segregated account structures designed for institutional holders. While Ceffu operates as a separate entity from the Binance exchange, the Company's custody arrangement creates concentration exposure to the broader Binance ecosystem. Disruptions to Ceffu's operations, changes in its regulatory status, or adverse developments affecting the Binance ecosystem could materially impact the Company's ability to access, transfer, or liquidate its BNB holdings.

Fat Panda Suppliers

Fat Panda sources inventory, including raw materials and finished goods, from multiple suppliers. However, two suppliers accounted for 41.0% and 34.0% for the three months ended July 31, 2026 and 42.0% and 37.0% for the period from May 1, 2025 through June 6, 2025, respectively, of inventory purchases. One of those two suppliers accounted for 81.0% of inventory purchases for the period from June 7, 2025 through July 31, 2025. Loss of one, or both, suppliers could have a material adverse effect on the Company’s financial condition, results of operations, cash flows, and liquidity.

Foreign Currency Translation

The Company's unaudited condensed consolidated financial statements are presented in U.S. dollars ("USD"). Financial statements of foreign subsidiaries are translated into USD using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed consolidated financial statements. The Company's functional currency is USD, except for Fat Panda that uses Canadian dollars ("CAD").

Use of Estimates and Assumptions

The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes subjective estimates of project installations, warranty claims, product returns, promotional programs, and other variable consideration that significantly impacts revenue; inventory obsolescence, cost allocation, and impairment that significantly impacts costs of revenue; determinations of fair value of digital assets, including the value of tokens received from Airdrops that impact realized and unrealized digital asset gains or losses; volatility of the Company's stock that significantly impacts the fair value of warrants accounted as liabilities as well as warrants and other forms of compensatory equity awards that impacts such compensation expense or changes in liability fair value; the fair value of acquired tangible and intangible assets and liabilities assumed that significantly impacts goodwill and amortization of definite-lived intangible assets; estimates regarding trade accounts receivable that impact impairment and allowances for related losses; the useful lives of tangible and intangible assets; estimates of future taxable income and deductibility of compensatory warrants that impact current and deferred tax assets and liabilities and related tax provisions; and the outcome of litigation that may impact losses, expenses, or other items, including transactions with the Company's Asset Manager. Actual results may ultimately differ materially from those estimates.

Accounting Changes

Accounting Changes and Error Corrections

As previously disclosed in the Company's quarterly financial statements filed on Form 10-Q on March 16, 2026, the Company erroneously recognized $4.6 million of compensation expense in July 2025 for equity-based awards granted under a proposed equity incentive plan (the "2025 Equity Incentive Plan") that had not been approved by shareholders of the Company, and has not been approved at July 31, 2026. In July 2026, the Company's shareholders voted against the 2025 Equity Incentive Plan, though the Company may be required to offer its shareholders the opportunity to vote upon the 2025 Equity Incentive Plan a second time.

The Company evaluated the impact in accordance with SEC Staff Accounting Bulletins ("SAB") 99 Topic 1.M, Materiality, and SAB 108 Topic 1.N, Accounting Changes and Error Corrections and concluded that the error and subsequent correction were not material to prior or current unaudited condensed consolidated financial statements. Accordingly, an amendment to the previously issued financial statements was not required.

The accompanying comparative unaudited condensed consolidated financial statements for the period from June 7, 2025 through July 31, 2025 have been recast to correct the immaterial error.

Unaudited Condensed Consolidated Statement of Operations

A. Includes $0.1 million of advertising and marketing expenses, but excludes $0.7 million of business combination expenses presented separately.

Unaudited Condensed Consolidated Statement of Changes in Shareholders' Equity

Unaudited Condensed Consolidated Statement of Cash Flows

Significant Accounting Policies

Fair Value Measurement

U.S. GAAP requires the categorization of the fair value of financial instruments into three broad levels that form a hierarchy, based on the transparency of inputs to the valuation to estimate the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

The Company follows this hierarchy for the fair value measurement of applicable assets and liabilities, with classifications based on the lowest level of input that is significant to the fair value measurement. The following summarizes the Company's asset and liability fair value hierarchy at July 31, 2026:

Valuation Process — On a quarterly basis, with assistance from an independent valuation firm, management estimates the fair value of the Company's Level 3 financial instruments. The Company's determination of fair value is based upon the best information available for a given circumstance and may incorporate assumptions that are management’s best estimates after consideration of a variety of internal and external factors. When an independent valuation firm expresses an opinion on the fair value of assets or liabilities in the form of a range, management selects a value within the range provided by the independent valuation firm to assess the reasonableness of management’s estimated fair value for that asset or liability. At July 31, 2026, the Company's valuation process for Level 3 measurements, as described below, was conducted internally or by an independent valuation firm and reviewed by management.

Valuation of Digital Assets — The Company has designated the Binance exchange as its principal market for its digital assets as it is the market to which it has access that provides the greatest volume and level of orderly transactions for its respective digital assets. The Company reassesses its principal market when facts and circumstances change, including, but not limited to, when new markets become accessible, or the volume/activity in the current principal market declines. For digital assets that trade continuously across global markets, the Company applies a consistent valuation cut-off at midnight Coordinated Universal Time ("UTC") on the reporting date to determine fair value. All of the Company's digital assets are held by BNC BNB Cayman, and the principal market for each asset is determined based on the markets accessible to this subsidiary.

Valuation of Warrant Liabilities — Management considers the Stapled Warrants (Note 6) issued together with shares in connection with the PIPE Transaction and redeemable for the Company's equity as Level 3 liabilities in the fair value hierarchy as liquid markets exist for such liabilities, but the instruments do not actively trade. On a quarterly basis, management engages an independent valuation firm to estimate the fair value of the Company's warrants, applying a Monte-Carlo model using estimates of volatility, contractual terms, discount rates, dividend rates, expiration dates, and risk-free rates. Management estimates fair value of warrants on an equal-weighted basis between the observed market trades and model outputs.

Valuation of Cash Incentive Award — Management considers the Cash Incentive Award issued under the Transition Agreement (Note 10) as Level 3 liability in the fair value hierarchy as no market exists for the agreement and management uses a model with unobservable inputs to estimate the award value. Management engaged an independent valuation firm to estimate the fair value of the Cash Incentive Award at April 30, 2026, applying a Monte-Carlo model using estimates of volatility, contractual terms, discount rates, dividend rates, expiration dates, and risk-free rates.

Valuation of Intangibles and Goodwill — The Company carries intangible assets, excluding applicable digital assets, and goodwill at the lower of their carrying value or fair value. Significant assumptions and estimates used in the valuation of intangible assets and goodwill include future expected cash flows, including projected revenues and expenses, and applicable discount rates. These assumptions and estimates are Level 3 inputs and based on assumptions that the Company believes to be reasonable.

Other Valuation Matters — For Level 3 assets acquired and liabilities assumed during the calendar month immediately preceding a quarter end that were conducted in an orderly transaction with an unrelated party, management generally believes that the transaction price provides the most observable indication of fair value given the illiquid nature of these financial instruments, unless management is aware of any circumstances that may cause a material change in the fair value through the remainder of the reporting period. For instance, significant changes in a counterparty’s intent or ability to make payments on a financial asset may cause material changes in the fair value of that financial asset.

The Company's financial assets and liabilities consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt. The carrying value of cash and cash equivalents; accounts receivable, net of allowances for doubtful accounts; accounts payable; accrued expenses; and current debt approximates fair value due to the short-term nature of those instruments.

See Note 8 for additional information regarding the valuation of the Company's assets and liabilities.

Leases

The Company recognizes right-of-use assets and lease liabilities at the commencement date of the lease based on the present value of remaining fixed and determinable lease payments over the lease term. The Company calculates the present value of future payments by using an estimated incremental borrowing rate, which approximates the rate at which the Company would borrow on a secured basis and over a similar term, and recognizes lease expense for operating leases on a straight-line basis over the lease term. Right-of-use assets represent the Company's right to control the use of an identified asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company uses the incremental borrowing rate on the commencement date in determining the present value of the lease payments. See Note 11 for additional information regarding the Company's leases.

Balance Sheet Measurement

Cash and Cash Equivalents

Cash and cash equivalents consist of bank checking accounts and USDC. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company reported cash and cash equivalents in the following line items of its Condensed Consolidated Balance Sheets, which totals the aggregate amount presented in the Company's Unaudited Condensed Consolidated Statements of Cash Flows:

The Company holds digital assets, primarily BNB, as part of its DAT strategy, including stablecoins, digital assets received from Airdrops, and other digital assets. Digital assets that meet the scope criteria in ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets, are accounted for as crypto intangible assets. The Company initially recognizes these digital assets, whether restricted or not, at cost or at fair value when received in a non-cash transaction, and subsequently remeasures such digital assets at fair value at each reporting date, with changes in fair value recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) within "Unrealized loss on digital assets." The Company classifies digital assets, or receivables thereon, that it does not expect to hold for more than twelve months as current assets. Generally, the Company expects to hold BNB holdings longer than twelve months and classifies such digital assets as non-current assets.

Digital Assets Held by Third Parties

The Company may deposit certain digital assets with certain third parties (e.g., exchanges or custodians) to facilitate digital asset treasury activities. Such third parties may not maintain these digital assets in segregated wallets under the Company's exclusive control and may pool the digital assets with assets of other customers. The Company evaluates such arrangements to determine whether it has ownership of, and control over, the underlying digital assets.

●Digital assets held under arrangements for which the Company retains ownership and unrestricted control are presented as digital assets in the Condensed Consolidated Balance Sheets.

●If the Company retains ownership of digital assets held under such arrangements, but the Company may not freely control those assets, the Company reports restricted digital assets (Note 4). See Note 5 for more information regarding the Company's pledge of BNB under its debt facility.

●If, due to the lack of sufficient regulatory oversight or the Company's inability to prevent a third party from using digital assets for purposes other than those directed by the Company, the Company concludes that it would not retain sufficient control over the deposited assets, the Company derecognizes the digital assets and records a receivable from the third party in the Condensed Consolidated Balance Sheets. The Company did not record any digital asset receivables at July 31, 2026.

Digital Asset Purchases and Sales

The Company recognizes any realized gains and losses from the sale, exchange, conversion, or other derecognition of digital assets in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) within "Realized loss on digital assets." The Company uses the specific identification method to calculate the realized gains and losses on digital assets.

Sales and purchases of digital assets are reflected as cash flows from investing activities in the Unaudited Condensed Consolidated Statements of Cash Flows whereas contributions of digital assets received as part of the consideration received from the Company's issuance of its common stock (Note 6) are presented within supplemental information for non-cash investing and financing activities.

See Note 4 for additional information regarding the Company's digital assets.

Inventory

The Company accounts for inventory at the lower of cost or net realizable value on a first-in, first-out basis, and the Company evaluates lower of cost or net realizable value by considering obsolescence, excessive levels of inventory, deterioration, and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for the estimated excess, obsolescence, or impaired inventory and presented in "Cost of revenue" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Inventory consisted of the following:

A. Includes labor and overhead expenses of $0.8 million and $0.4 million at July 31, 2026 and April 30, 2026, respectively. The Predecessor measured inventory on a standard cost basis until acquired by the Company.

Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of entities acquired in a business combination. The Company does not amortize goodwill, but it tests goodwill for impairment at the reporting unit level during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that impairment may have occurred. Triggering events that may indicate a potential impairment include, but are not limited to, significant adverse changes in customer demand or business climate and related competitive considerations. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the relevant reporting unit is less than its carrying amount. If, based on this assessment, the Company concludes that it is more likely than not that the fair value is less than the carrying amount, a quantitative goodwill impairment test is performed. Under a quantitative test, the Company compares the estimated fair value of the reporting unit to its carrying amount, and recognizes an impairment loss for any excess of carrying value over fair value, limited to the carrying amount of goodwill. If the estimated fair value exceeds the carrying amount, the Company does not recognize any impairment.

The Company recorded goodwill in connection with the Fat Panda Acquisition. Goodwill recognized in connection with the acquisition is denominated in the functional currency of the acquired entity, Fat Panda, and translated into USD using the exchange rate at the acquisition date as well as at each reporting date using the period-end exchange rate, with changes recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) within "Foreign currency translation adjustment."

During the quarter ended July 31, 2026, the Company qualitatively evaluated events and circumstances relevant to the Fat Panda reporting unit to determine whether it was more likely than not that the reporting unit's fair value was less than its carrying amount. Based on this evaluation, management concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount.

The carrying value of the Company's goodwill changed by the following amounts:

Intangible Assets

The Company amortizes intangible assets on a straight-line basis over the assets' estimated useful life, based on the expected economic benefit and use of the asset, and evaluates intangible assets for impairment on a quarterly basis, or more frequently if events or changes in circumstances suggest that the asset may be impaired. The evaluation compares the carrying value to the estimated future undiscounted cash flows expected to be generated by the asset. If the carrying value exceeds those cash flows, the asset is considered impaired, and the impairment loss is measured as the excess of the carrying amount over its fair value. The Company's identified intangible assets include:

A. Trade names acquired as part of the Fat Panda Acquisition ("—Business Combinations—Fat Panda Acquisition"), and valued using a relief-from-royalty method.

B. Includes amortization expense of $0.1 million and $0.1 million for the three months ended July 31, 2026 and the period from June 7, 2025 through July 31, 2025, respectively.

C. At July 31, 2026, the approximate aggregate annual amortization expense for definite-lived intangible assets is as follows:

The Company's debt obligations consist of short-term notes payable to the selling shareholders of Fat Panda ("Selling Fat Panda Shareholders"), including related parties, and a short-term convertible note payable to a related party, each of which is denominated in CAD as well as borrowings collateralized by BNB. The Company initially recognizes debt obligations at the fair value of consideration received, net of debt-issuance costs and any original issue discount, and subsequently measures such obligations at amortized cost using the effective-interest method, unless the Company has elected the fair value option and carries the debt obligation at its estimated fair value, with changes in fair value recorded in its Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). At July 31, 2026, the Company has not elected the fair value option for any of its outstanding debt instruments.

Current debt obligations represent borrowings with contractual maturities of twelve months or less from the balance sheet date or when the Company does not have the unconditional right to defer settlement for at least twelve months. Debt obligations under which an uncured or unwaived default existed at the balance sheet date that would permit the lender to demand repayment within twelve months are also classified as current. All other debt obligations are classified as non-current liabilities.

The Company pledges BNB as collateral under secured financing agreements with a financial institution, the terms and conditions of which are governed by each respective financing agreement. Such collateralized financing arrangements do not provide the counterparty the right to rehypothecate the underlying collateral, and the Company discloses in the notes to the financial statements the extent to which such collateral has been pledged. The related collateral and corresponding liabilities are presented on a gross basis in the financial statements and any associated interest expense is recognized on a basis consistent with the Company's other financing arrangements. The amounts available to be borrowed under financing agreements are dependent upon the fair value of the collateral, which can be volatile and fluctuate with changes in BNB supply, ecosystem growth rate, sentiment, and other factors. The Company manages credit, market, and liquidity risks related to these agreements by holding additional collateral available to pledge and actively monitoring and maintaining margin requirements.

The Company capitalizes and amortizes deferred debt facility costs incurred when entering into financing agreements on a straight-line basis over the expected term of term facilities or weighted-average life of the expected principal repayments for open loans, when such recognition does not materially differ from the effective interest method, with amortization of deferred debt issuance costs, write-offs of unamortized deferred costs upon early extinguishment, contractual interest and fees, and foreign exchange remeasurement gains and losses on debt denominated in currency other than USD included within "Interest expense", or "Interest expense to affiliate" for debt obligations to related parties, in its Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Interest payable on debt of $0.2 million and $— million at July 31, 2026 and April 30, 2026, respectively, is recorded as a component of "Other current liabilities" in the Condensed Consolidated Balance Sheets.

See Note 5 for additional information regarding the Company's debt obligations.

Warrants

The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company's shares of common stock, among other conditions for equity classification. This assessment, which requires significant judgment, is conducted at the time of warrant issuance and at each quarterly reporting date thereafter while the warrants are outstanding. For warrants classified as equity, the Company records an increase to additional paid-in capital at the time of issuance based on the warrant's fair value. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss within "Gain on change in fair value of warrant liability" in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Upon exercise of warrants classified as liabilities, the Company reclassifies the fair value of the warrant immediately prior to exercise as additional paid-in capital, together with any cash exercise price received, while the Company recognizes a gain upon expiry of warrants classified as liabilities that expire unexercised.

The Company issued the Pre-funded Warrants, Stapled Warrants, Strategic Advisor Warrants, and Asset Manager Warrants together with shares of its common stock in the PIPE Transaction (Note 6). Therefore, the Company allocated the $500.0 million gross proceeds from the PIPE Transaction to each component of the transaction, including the aforementioned warrants. First, the Company allocated $305.0 million to the Stapled Warrants, classified as liabilities as the Company does not control certain warrant settlement conditions, at their issuance-date fair value. The Company then allocated remaining proceeds to the other instruments issued in the transaction, including the Pre-funded Warrants, classified as equity, based on the relative fair value of all equity-classified instruments issued in the PIPE Transaction, including shares of the Company's common stock issued but excluding Strategic Advisor Warrants and Asset Manager Warrants treated as equity-based compensation that were expensed at their respective grant-date fair values. Direct and incremental transaction costs are allocated between instruments classified as liabilities and equity on the same proportionate basis as the gross proceeds. The Company expensed issuance costs allocated to Stapled Warrants within "PIPE Transaction costs" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) upon issuance while the Company reduced additional paid-in capital for transaction costs allocated to instruments classified as equity; such issuance costs include the grant-date fair value of both the Strategic Advisor Warrants and Asset Manager Warrants accounted for as equity-based compensation awards that were fully vested upon issuance as there were no service conditions.

See Note 6 for additional information regarding warrants issued by the Company.

Other Assets and Liabilities

At July 31, 2026 and April 30, 2026, accounts payable and accrued expenses, other assets, and other liabilities included:

A. Net of accumulated depreciation and amortization of $0.6 million and $0.6 million at July 31, 2026 and April 30, 2026, respectively. Includes $0.1 million, $0.1 million, and $— million depreciation and amortization for the three months ended July 31, 2026, the period from June 7, 2025 through July 31, 2025, and the period from May 1, 2025 through June 6, 2025, respectively.

B. The Company estimates the fair value of this variable consideration cash award based on the trading price of shares of its common stock on a quarterly basis, with changes in fair value presented within "Other affiliate operating expenses" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 8 and Note 10 for more information regarding the Cash Incentive Award.

Income Statement Measurement

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires the Company to recognize revenue as control of promised goods or services is transferred to customers in an amount that reflects the expected consideration that the Company earns in satisfaction of its performance obligations.

Revenue from Fat Panda consists primarily of retail and e-commerce vape sales, with other revenues earned from factory-direct wholesale vape sales and franchise arrangements. Control generally transfers to customers upon shipment under FOB shipping terms or at point of sale for retail sales, except franchise royalty fees that represent variable consideration based on a percentage of franchisee sales and are recognized over the period in which sales occur. Initial franchise fees are recognized upon opening of the new franchise location, though the Company does not have any franchisees at July 31, 2026.

Generally, the Company's delivery of vape products at time of control transfer represents its single performance obligation aside from separate performance obligations for product return guarantees and loyalty programs, including Fat Panda's "Buy 10, Get 1 Free" program; however, the Company has not recorded liabilities for such returns and loyalty program redemptions as they have not been material. The Company records revenue at the sales price, gross of transaction processing costs such as credit card fees, if any, and net of any discounts and sales taxes. The Company considers shipping and handling costs as fulfillment costs, and expenses such amounts as cost of revenue.

Fat Panda also sells gift cards, for which the Company records a liability at time of sale and recognizes revenues upon redemption or when the Company determines redemption is remote.

Other Industry Activities

Revenue from the sale of climate control systems are derived from contracts that may include engineering and technical services as well as the sale of industrial climate control system equipment and components. These contracts may span multiple phases, from facility design to equipment delivery and start-up. The Company does not provide construction or installation services. A performance obligation is a promise in a contract to transfer a distinct good or service. Most climate control contracts include multiple performance obligations, while certain contracts consist of a single performance obligation, typically engineering-only services.

The transaction price is allocated to each performance obligation based on its standalone selling price. For engineering services, standalone selling price is estimated using project characteristics such as facility size and system complexity. For equipment sales, standalone selling price is determined by expected costs plus an appropriate margin. When prices are highly variable, the Company uses a combination of methods and observable inputs. Revenue is recognized when control transfers, generally upon shipment for goods and over time for engineering services based on percentage completion toward milestones.

The Company excludes taxes assessed by governmental authorities from transaction prices and recognizes revenue net of sales taxes. Freight revenue and related costs are recorded when control of goods passes to the customer. The Company offers assurance-type warranties only and maintains a warranty reserve based on historical costs.

Airdrops

Airdrops are distributed randomly without consideration or contractual agreement; therefore, they do not meet the criteria for revenue recognition under ASC 606. The Company records the fair value of Airdrops upon receipt as non-operating income, presented within "Airdrop income" in its Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

See Note 3 and Note 4 for additional information regarding the Company's revenues and Airdrops, respectively.

Cost of revenue consists of all costs incurred to acquire, manufacture, transport, and deliver the products sold in the operations of the Company's Retail and Industry segment, comprising Fat Panda vape sales and industrial climate control systems. The Company recognizes cost of revenue concurrently with the recognition of the related revenue. Costs incurred prior to the recognition of the related revenue are deferred in inventory or in prepaid expenses, as applicable, and recognized in cost of revenue when the related revenue is recognized. The principal components of cost of revenue include:

Inventory cost — The cost of inventory sold during the period, including the purchase price of finished goods and raw materials, allowances for excess or obsolete inventory, and other costs incurred such as capitalized direct labor and manufacturing overhead applicable to the Company's in-house production of vape products and industrial climate control systems.

Shipping and handling costs — Shipping and handling costs incurred to deliver goods to customers that represent activities to fulfill sales orders.

Excise taxes — Products sold by Fat Panda are subject to federal and provincial excise taxes included as direct costs of revenue.

Compensation and Benefits

The Company expenses salaries, benefits, and equity-based compensation as services are provided, which it presents within "Selling, general and administrative expenses" in its Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when not otherwise included in the Company's cost of revenues.

Equity-Based Compensation

The Company grants equity-based awards to employees and members of the Company's Board of Directors ("Board") under its equity plans, which entitle the holder to receive shares of the Company's common stock on various future dates if the recipient meets applicable service conditions, if any. The Company expenses the grant-date fair value of awards on a straight-line basis over the requisite service period, and records actual forfeitures as they occur since the Company does not estimate forfeitures. In addition, the Company issued compensatory warrants to its Strategic Advisors that did not contain any service conditions and the Company expensed the grant-date fair value upon issuance.

See Note 6 for information regarding the Company's equity-based compensation awards.

Other Operating Expenses

Selling, general, and administrative expenses and other operating expenses include professional accounting, consulting, audit, and legal fees, excluding such costs unrelated to the Company's recurring operations and presented separately in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss); compensation, including equity-based compensation, and benefits paid or accrued to employees, consultants, officers, and members of the Board; advertising and marketing expenses; lease, utilities, and other facility costs; insurance premiums; depreciation and amortization; and other general and administrative costs.

See Note 10 for information regarding management fees paid to the Asset Manager and Note 4 for realized and unrealized gains (losses) on digital assets, respectively.

Income Taxes

The Company computes current income tax expense or benefit as the estimated tax payable to, or refundable from, federal, state, foreign, and other taxing authorities in respect of taxable income or loss for the year, determined based on the enacted tax laws of each taxing jurisdiction. The Company classifies all deferred tax assets and liabilities as non-current, and accounts for those income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the period that includes the enactment date. Valuation allowances are established considering all available positive and negative evidence, including the existence and reversal pattern of taxable temporary differences, the Company's history of taxable income and losses, projections of future taxable income exclusive of reversing temporary differences, the carryforward periods, and limitations applicable to net operating losses and tax credits. A valuation allowance is recorded against deferred tax assets when, based on the weight of all such evidence, the Company concludes that it is more likely than not that all or a portion of those deferred tax assets will not be realized.

The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return, and recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company regularly evaluates the adequacy of its provisions for income tax contingencies in accordance with the applicable authoritative guidance.

The Company applies a two-step process to the recognition and measurement of uncertain tax positions: (i) determining whether a tax position is more likely than not to be sustained on the basis of the technical merits of the position and (ii) measuring the amount of benefit to recognize, if any, as the largest amount that is more likely than not to be realized upon ultimate settlement with the relevant taxing authority.

See Note 9 for additional information regarding the Company's income taxes.

Business Combinations

The Company evaluates its acquisition of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the test is met, the transaction is accounted for as an asset acquisition. If the test is not met, further determination is required as to whether or not the Company acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the test to determine whether an acquisition is a business combination or an acquisition of assets.

For acquisitions meeting the definition of a business combination, the Company uses the acquisition method of accounting. Under the acquisition method, the Company's financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired, including identifiable intangible assets, and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the consideration transferred for the acquired business, or purchase price, over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred.

Determining estimated fair value requires a significant amount of judgment and estimates. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company's estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, the Company initially records any uncertain tax positions, tax-related valuation allowances, and pre-acquisition contingencies in connection with a business combination on the acquisition date. The Company recognizes measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Income statement effects of these adjustments are calculated as if the accounting had been completed at the acquisition date.

Fat Panda Acquisition

The Company accounted for the Fat Panda Acquisition as a business combination under ASC 805. The acquisition of Fat Panda constitutes the acquisition of a business for purposes of ASC 805, and has been accounted for using the acquisition method resulting from a change of control with CEAI as the legal and accounting acquirer and Fat Panda as the accounting acquiree based on evaluation of the following primary factors:

●CEAI acquired 100% of the voting interests in Fat Panda having full and complete authority over all the affairs of Fat Panda and

●The Selling Fat Panda Shareholders do not have a controlling interest in CEAI after the Fat Panda Acquisition.

The $12.7 million purchase price paid by CEAI to the Selling Fat Panda Shareholders in the Fat Panda Acquisition consisted of: (a) $10.6 million cash, of which $4.0 million consisted of proceeds from the Fat Panda Bridge Loan, net of a $0.1 million original issue discount, and $1.9 million was placed in escrow to support post-closing adjustments, indemnity obligations, and employee-related matters ("Escrow Deposit"); (b)39,000 shares of the Company's common stock with an agreed-upon value of $0.3 million; (c) a $0.4 million note payable upon resolution of uncertain tax obligations in connection with the Fat Panda Acquisition ("Tax Indemnification Note"); and (d) two promissory notes payable to the President of Fat Panda, one of the Selling Fat Panda Shareholders and a current employee of the Company, totaling $1.4 million ("Fat Panda Promissory Notes"). At the Acquisition Date, the Fat Panda Promissory Notes were composed of a $0.7 million promissory note payable in cash ("Promissory Note") and a $0.7 million promissory note payable in cash or convertible into the Company's common stock ("Convertible Promissory Note"). Each of the Tax Indemnification Note and Fat Panda Promissory Notes is payable in CAD and reported in USD.

The Company incurred $0.7 million of expenses directly related to the Fat Panda Acquisition during the period from June 7, 2025 through July 31, 2025 and included in "Business combination expenses" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

See Note 5 and Note 10 for additional information regarding the Fat Panda Bridge Loan, Tax Indemnification Note, and Fat Panda Promissory Notes.

Purchase Price Allocation

The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values at the Acquisition Date. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill, primarily attributable to the assembled workforce, synergies expected from combining operations, and future growth opportunities.

The following table summarizes the fair value of assets acquired and liabilities assumed at the Acquisition Date and is based on the best estimates of management, which were subject to change within the measurement period.

A. During the period from June 7, 2025 to June 6, 2026, the Company recorded measurement period adjustments resulting from new information about facts and circumstances that existed at the Acquisition Date. These adjustments primarily related to updated valuations of working capital accounts, including accounts receivable, inventory, prepaid expenses, right-of-use asset, and accrued liabilities, as well as the fair value of the Fat Panda Promissory Notes as part of the purchase consideration. The cumulative impact of these adjustments was recorded as a decrease to goodwill, and prior-period comparative information has been revised as if the adjustments had been recognized at the Acquisition Date. At July 31, 2026, the release of amounts within the $1.9 million Escrow Deposit remains uncertain, and the Company expects to record further adjustments, if any, within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as the measurement period ended in June 2026.

B. Represents the estimated fair value of Fat Panda's trade names, valued using a relief-from-royalty method, with an estimated useful life of 10 years.

Unaudited Pro Forma Operating Results

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three months ended July 31, 2026, and 2025, as if the Fat Panda Acquisition transactions, including related financing, on June 6, 2025 had occurred on May 1, 2024. The unaudited pro forma results give effect to certain purchase accounting and financing adjustments based on the historical financial statements of the Company, but neither necessarily reflect actual results of operations that would have been achieved nor are they necessarily indicative of future results of operations.

Pro forma adjustments include adjustments for amortization of intangible assets, elimination of non-recurring transaction costs incurred related to the acquisition, debt discount amortization and interest expense on the Fat Panda Bridge Loan and Fat Panda Promissory Notes.

Recently Issued Accounting Pronouncements

The FASB has issued the following Accounting Standards Updates ("ASUs") that may materially impact the Company's financial position and results of operations, or may impact the preparation of, but not materially affect, the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the effect this guidance will have on its disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosure.

Accounting Pronouncements Recently Adopted

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities and an accounting policy election for non-public entities when estimating expected credit losses for current receivables and contract assets under ASC 606. The standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years, and early adoption is permitted. The amendments are applied prospectively, and eligible entities can choose to apply the practical expedient and accounting policy election, with required disclosures. The Company adopted ASU 2025-05, which did not materially impact the Company's consolidated financial statements and disclosures.

Note 3 — Revenue

U.S. GAAP does not recognize the income that the Company generates from its digital assets (Note 4), which comprise approximately 93.1% and 94.6% of its total assets at July 31, 2026 and April 30, 2026, respectively, as revenue. However, the Company recognizes revenue from (a) Canadian retail vape sales from its Fat Panda operations at time of sale and (b) industrial climate control system sales in the United States over a period of time between system delivery and completion of its performance obligations, if any, in connection with the installation of delivered systems. The Company's contracts include the following groups of similar services that do not include any significant financing components:

A. Since Fat Panda is the accounting predecessor, the Company omits its revenues earned prior to the Acquisition Date.

B. At July 31, 2026, the Company had yet to deliver, or provide installation services for, equipment totaling $0.2 million, which represents its remaining performance obligations under such contracts, and for which the Company has not recognized revenue; the timing and realized amount of such potential revenue is uncertain and depends, in part, on the performance of third parties.

C. The Company presents revenues net of variable consideration, including sales taxes, commissions, and promotional discounts.

Note 4 — Digital Assets

The Company holds its unrestricted BNB with Ceffu and periodically receives Airdrops from blockchain projects within the Binance ecosystem whereas restricted BNB held by a lender as collateral (Note 5) is not eligible to receive Airdrops. The Company may hold other digital assets at Ceffu and Circle Internet Group, a blockchain-based treasury and payments financial technology provider ("Circle"). Digital assets to which the Company is entitled, but does not control, are presented as receivables in the Condensed Consolidated Balance Sheets; however, the Company did not have any digital asset receivables at July 31, 2026 or April 30, 2026.

The following table sets forth the units held, cost basis, and fair value of digital assets held as shown in the Condensed Consolidated Balance Sheets:

A. Gains and losses presented within "Unrealized loss on digital assets" of the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Excludes USDC presented as "Cash and cash equivalents" in the Condensed Consolidated Balance Sheets.

B. Rounded to the nearest whole token.

C. Cost basis is equal to the cost of the digital asset, net of transaction fees, if any, at the time of purchase or upon receipt. The Company specifically identifies tokens to determine its cost basis for computing gains and losses.

D. Current digital assets are held primarily for operating liquidity, expected to be available for use within the next twelve months, and presented within "Other current assets" in the Condensed Consolidated Balance Sheets.

Note 5 — Debt Obligations

The Company's debt obligations consisted of the following:

A. On April 30, 2026, the Company and BitGo Prime, LLC ("BitGo") entered into an uncommitted master loan facility ("BitGo Facility"), pursuant to which the Company may borrow digital assets or cash from BitGo from time to time. BitGo is not obligated to make any loan, and we have no committed borrowing capacity. Each loan is documented in a separate loan agreement by the parties setting forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence and mature. Each loan may have a fixed term, or may include a call option held by BitGo or prepayment option held by the Company, as specified in each loan agreement. Borrowings under the master loan agreement are secured by collateral in favor of BitGo. Collateral may include BNB, cash, or other forms agreed upon by the parties. The collateral’s required value is typically higher than the borrowed amount, subject to margin calls as set forth in the master loan agreement. If the value of posted collateral falls below the margin call threshold, the Company must promptly post additional collateral. Failure to maintain sufficient collateral can result in an event of default and remedies available to BitGo, including the right to liquidate pledged collateral. BitGo holds BNB collateral owned by the Company in a segregated custody account in the Company's name, and BitGo is not permitted to use such BNB to secure any other loan or account. The final stated maturity of the facility represents the greater of the maturity of the master loan agreement or the maturity of any fixed term loan agreement thereunder. At July 31, 2026 and April 30, 2026, the Company accrued $0.1 million and $— million of unpaid interest, respectively, in "Other current liabilities" in the Condensed Consolidated Balance Sheets.

B. The $0.4 million note with the Selling Fat Panda Shareholders does not bear interest and does not have a fixed maturity date. The Company must repay the note in full within 15 days following the date that Canada Revenue Agency issues a letter confirming a certain tax liability does not exist in connection with the Fat Panda Acquisition. Conversely, the note payable is reduced in the amount of any tax liability assessed.

C. The $0.7 million interest-only note with the President of Fat Panda bears interest at 7.0% per annum, payable monthly.

D. The $0.7 million convertible note with the President of Fat Panda bears interest at 7.0% per annum. The President of Fat Panda may elect to convert the note into shares of the Company's common stock at a conversion price of $19.00 per share until June 1, 2027. If no election occurs by that date, the Company must pay the entire principal plus interest in cash. At July 31, 2026 and April 30, 2026, the Company accrued $0.1 million and $— million of unpaid interest, respectively, in "Other current liabilities" in the Condensed Consolidated Balance Sheets.

E. The Company amortized a total of $— million, $0.1 million, and $— million of deferred financing costs during the three months ended July 31, 2026, the period from June 7, 2025 through July 31, 2025, and the period from May 1, 2025 through June 6, 2025, respectively.

Maturities

All of the Company's debt obligations are recourse to the Company and mature within its current fiscal year, except the Tax Indemnification Note that is recourse to the Company, presented as a current obligation as the Tax Indemnification Note does not have a stated maturity.

Covenants

The Company's debt obligations contain customary representations and warranties, financial and non-financial covenants, event of default provisions, including cross-default provisions, and financial reporting requirements. Financial covenants include requirements that the Company maintain (a) a minimum net equity of $25.0 million, and (b) a maximum ratio of total assets-to-net equity of 2:1, in each case excluding the impact of warrants treated as liabilities under U.S. GAAP. The Company was in compliance with all of its debt covenants at July 31, 2026.

Debt Activities

BitGo Facility

On April 30, 2026, the Company and BitGo entered into a loan agreement with asix-month rolling term to borrow USDC 10.0 million collateralized with BNB (Note 4) for which the Company received proceeds on May 1, 2026. Borrowed amounts bear interest at 9.5% per annum and the Company paid a 0.3% onboarding fee on borrowed amounts. During the three months ended July 31, 2026, the Company borrowed a total of USDC 15.0 million, inclusive of amounts received on May 1, 2026, collateralized with BNB valued at $25.5 million at the time of each borrowing, on the aforementioned terms.

Other Debt Activities

In connection with the Fat Panda Acquisition, the Company entered into a nine-month loan facility on June 4, 2025 with CEAD Panda Lender LLC, a United States-based lender, under which it borrowed $4.0 million ("Fat Panda Bridge Loan"). The Company fully repaid borrowings on December 4, 2025 and incurred total interest expense of $0.7 million in connection with the facility.

Note 6 — Equity and Earnings Per Share

The Company's articles of incorporation (as amended) authorize the issuance of 200,000,000 shares of common stock, par value $0.00001 per share, and 25,000,000 shares of preferred stock, par value $0.00001 per share. The Company listed its common stock on The Nasdaq Stock Market LLC ("Nasdaq") using the ticker symbol "CEAD" in February 2022 in connection with its initial public offering (subsequently changed to "BNC" (Note 1)), as well as public warrants ("Public Warrants") using ticker symbol "CEADW" (subsequently changed to "BNCWW"). The Company also issued warrants in connection with the PIPE Transaction ("PIPE Warrants"), including certain warrants ("Stapled Warrants") which were listed on Nasdaq using the ticker symbol "BNCWZ" beginning April 15, 2026. No shares of preferred stock were issued or outstanding at July 31, 2026 or April 30, 2026. In December 2025, the Board designated 200,000 shares of preferred stock as Series C Junior Participating Preferred Stock in connection with the Stockholder Rights Agreement described below; no shares of that series have been issued. The Company's equity at July 31, 2026 included:

A. Excludes shares issuable upon conversion of the Convertible Promissory Note (Note 5), which is convertible only at the holder's election on or before June 1, 2027. The share count varies with the CAD/USD exchange rate.

B. Includes unexercised Public Warrants and PIPE Warrants.

C. Represents the 200,000 shares of Series C Junior Participating Preferred Stock reserved for issuance upon exercise of the Series C Junior Participating Preferred Stock Rights, subject to the terms of the Stockholder Rights Agreement described below. The Series C Junior Participating Preferred Stock Rights were not exercisable at July 31, 2026, and no shares of Series C Junior Participating Preferred Stock have been issued.

D. Restricted stock units ("RSUs") represent the right to receive, upon vesting and lapse of restrictions, one share of the Company's common stock for each unit granted.

E. Stock options provide optionholders the opportunity to purchase shares of the Company's common stock in the future at the exercise price of the option.

F. Par value of $0.00001 per share. Each shareholder of common stock is entitled toone vote per share, ratable dividends, when and as declared by the Board, and liquidation preferences subordinate to preferred stock.

G. Represents up to 200,000 shares of Series C Junior Participating Preferred Stock with a par value of $0.00001 per share, reserved for issuance upon exercise of the associated preferred stock purchase rights. Each Series C Junior Participating Preferred Stock Rights entitles the holder to purchase 1/1000th of a share of Series C Junior Participating Preferred Stock, and each share of Series C Junior Participating Preferred Stock is designed to be economically equivalent to 1,000 shares of common stock. After the first issuance of a share, or fraction of a share, of Series C Junior Participating Preferred Stock, shareholders of Series C Junior Participating Preferred Stock are entitled to quarterly dividends in an amount per share equal to the greater of (i) $1,000 and (ii) 1,000 times the aggregate per share amount of all cash dividends, plus 1,000 times the aggregate per share amount of all non-cash dividends or other distributions other than a dividend payable in shares of common stock, paid in-kind, subject to adjustment for stock splits, stock dividends, and combinations. Holders are similarly entitled to preferential amounts on liquidation and to equivalent consideration in a merger or consolidation At July 31, 2026, no Series C Junior Participating Preferred Stock Rights were exercised and the Company hadnot issued any shares of Series C Junior Participating Preferred Stock.

H. The Board is authorized, subject to the laws of the state of Nevada or other applicable law and without further stockholder action, to designate one or more series of preferred stock and to fix the number of shares, designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock, including, but not limited to, dividend, conversion, and voting rights as well as redemption terms and liquidation preferences. In the event of the Company's liquidation, holders of preferred stock are entitled to a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such preferred stock plus, if applicable, an amount per share equal to accumulated and unpaid dividends in respect of such preferred stock, whether or not earned or declared, to the date of such distribution before any payment or distribution on the common stock or any other class of stock junior to the preferred stock upon liquidation. Neither the sale, lease, or exchange of all or substantially all of the property and assets of the Company, nor any consolidation or merger of the Company, is deemed to be a liquidation for the purposes of preferred stock liquidation preferences.

Predecessor Equity

For periods prior to the Acquisition Date, the Company presents the equity of Fat Panda as the accounting predecessor, which consisted of 1,410 shares of unlimited authorized common stock withno par value, which are different than the Company's equity and therefore not comparable. While the Company eliminates the equity it holds in Fat Panda as a wholly-owned subsidiary, the Company issued 39,000 shares of its common stock to the Selling Fat Panda Shareholders as part of the consideration paid in the Fat Panda Acquisition (Note 2).

Stockholder Rights Agreement

On December 26, 2025, the Board adopted a limited duration shareholder rights agreement ("Stockholder Rights Agreement"). This agreement is designed to reduce the probability that any person, entity, or group can gain control of the Company through open-market accumulation without providing all shareholders with an appropriate control premium or affording the Board sufficient time to make well-informed decisions in the best interests of all shareholders. In accordance with the Stockholder Rights Agreement, the Company issued, as a dividend, one right ("Series C Junior Participating Preferred Stock Right") for each share of the Company's common stock held at January 8, 2026, and for each share of certain outstanding common stock warrants. Each Series C Junior Participating Preferred Stock Right allows its holder to purchase 1/1000th of a share of Series C Junior Participating Preferred Stock at an exercise price of $33.50 per Series C Junior Participating Preferred Stock Right. Each share of Series C Junior Participating Preferred Stock is equivalent to 1,000 shares of the Company's common stock. The Series C Junior Participating Preferred Stock Rights have a limited term and will expire on December 26, 2026, or earlier, as specified in the Stockholder Rights Agreement.

Under the terms of the Stockholder Rights Agreement, if any person or group obtains beneficial ownership of 15.0% or more of the Company's outstanding common stock ("Acquiring Party"), subject to certain exceptions, including an exception for current holders exceeding this percentage who do not acquire additional shares, the Series C Junior Participating Preferred Stock Rights become exercisable. All holders of Series C Junior Participating Preferred Stock Rights, excluding those held by the Acquiring Party that will become void and non-exercisable, are entitled to purchase shares of the Company's common stock at a 50.0% discount to the prevailing market price, at an exchange ratio of one share of common stock, or one one-thousandth of a share of Series C Junior Participating Preferred Stock (or of another class or series of preferred stock with equivalent rights, preferences, and privileges), per outstanding Series C Junior Participating Preferred Stock Right, subject to adjustment.

Equity Activities

Share Repurchase Program

In September 2025, the Board approved a share repurchase program to repurchase up to $250.0 million total dollar value in outstanding shares of the Company's common stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise, in accordance with applicable federal securities laws, based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations, and other factors. There is no minimum number of shares required to be repurchased under the share repurchase program, and the share repurchase program may be suspended or discontinued at any time. The Company repurchased and retired 1,434,112 shares, at a weighted-average price of $2.63, for a total of $3.8 million, excluding $— million transaction costs, during the three months ended July 31, 2026, presented as a reduction of stockholders' equity. At July 31, 2026, the Company had repurchased and retired a total of 4,676,322 shares equaling a total dollar value of $21.1 million, excluding transaction costs, under the program.

ATM Program

In August 2025, the Company entered into an at-the-market offering agreement ("ATM Program") with Cantor Fitzgerald & Co. ("ATM Agent"), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through the ATM Agent, acting as the Company's sales agent or principal. Sales under the ATM Program, if any, will be made by means of ordinary brokers' transactions on Nasdaq or otherwise at market prices prevailing at the time of sale, or at prices related to prevailing market prices. Under the ATM Program, the Company has provided the ATM Agent with customary indemnification rights, and the ATM Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of shares made through, or to, the ATM Agent. Since the inception of the ATM Program through July 31, 2026, the Company has sold and issued 856,275 shares at a total dollar value of $13.1 million, gross of $0.2 million transaction costs, under the ATM Program. The Company did not sell any shares under the ATM Program during the three months ended July 31, 2026.

PIPE Transaction

In August 2025, the Company entered into securities purchase agreements with a group of institutional and accredited investors pursuant to which it issued and sold shares of its common stock and the PIPE Warrants in a private placement:

●41,754,478 shares of common stock at a purchase price of $10.10 per share;

●7,750,510 pre-funded warrants, each immediately exercisable at an exercise price of $0.00001 per share ("Pre-funded Warrants"); and

●49,504,988 Stapled Warrants, each exercisable at $15.15 per share.

Additionally, the Company issued the following fully-vested compensatory warrants to 10X BNB Cayman Sponsor, an affiliate of the Asset Manager, and YZi Labs Management Ltd. (together, the "Strategic Advisors"):

●5,940,598 warrants issued to the Strategic Advisors, valued at $105.6 million, to provide strategic advice and guidance relating to the Company's business, operations, growth initiatives and industry trends in the digital asset technology sector ("Strategic Advisor Warrants"); and

●990,099 warrants issued to the Asset Manager, valued at $15.0 million, under the AMA ("Asset Manager Warrants").

On August 5, 2025, the Company closed the PIPE Transaction, which was settled through a combination of cash, cash equivalents, and digital assets. The Company received $409.9 million in cash and cash equivalent proceeds, net of $23.9 million of issuance costs, and $66.3 million in digital assets, consisting of USDT and BTC. The Company allocated $305.0 million in proceeds to warrant liabilities based on the fair value of the Stapled Warrants with the remaining gross proceeds of $195.1 million recorded in additional paid-in capital, net of $9.3 million allocated issuance costs. To allocate total issuance costs of $23.9 million, the Company valued Pre-funded Warrants and Strategic Advisor Warrants at the fair value of its common stock given the nominal exercise price. Issuance costs of $14.6 million were allocated to the Stapled Warrants and expensed in August 2025.

Warrants

The Company has issued the following outstanding warrants at July 31, 2026:

A. Each warrantholder may exercise their warrant forone share of the Company's common stock, except for the Public Warrants and 2022 Underwriter Warrants that are exercisable for 1/12th and 1/12th of a common share per warrant, respectively.

B. The Company holds a mandatory exercise right to force exercise of the Stapled Warrants if the volume-weighted average price of its common stock exceeds $20.20 for 20 out of 30 consecutive trading days.

C. Pre-funded Warrants have an exercise price of $0.00001 per share and do not have an expiration date.

D. The Strategic Advisor Warrants have an exercise price of $0.00001 per share.

E. Includes 761,670 and 269,492 warrants with exercise prices of $60.00 and $61.95 held by underwriters and their employees, respectively.

During the period from June 7, 2025 through July 31, 2025,1,434,418 and 21,065 Public Warrants and 2022 Underwriter Warrants were exercised for 17,582 and 66 of the Company's common shares, representing $42.5 million and $0.6 million fair value at date of grant, respectively.

At July 31, 2026, outstanding and exercisable warrants had the following characteristics:

Equity-Based Compensation

The Compensation Committee of the Board, which must approve all grants and is composed entirely of independent members of the Board, has granted stock options and RSUs to its employees, consultants, officers, and members of the Company's Board under the following equity incentive plans at July 31, 2026:

A. The Predecessor did not adopt any equity incentive plans or otherwise issue equity-based compensation.

B. The Company issued options with a 10-year contractual term and a vesting period ranging fromone month tothirty-two months. Options outstanding include:

C. In April 2026, the Board approved the 2026 Inducement Plan, which permits the Compensation Committee to grant equity-based awards, including stock options, stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), and RSUs.

D. The 2021 Equity Incentive Plan permits the Board to grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), SARs, RSAs, RSUs, and other equity linked awards. If an equity award expires, or otherwise terminates without having been exercised in full, or settled in cash instead of the issuance of shares, then shares subject to such awards are again available for grant under the 2021 Equity Incentive Plan.

E. The Company may modify or amend the 2017 Equity Incentive Plan without shareholder approval, which permits the Compensation Committee to grant equity-based awards, including stock options, SARs, RSAs, RSUs, shares granted as a bonus or in lieu of another award, and other stock-based performance awards. Any shares subject to forfeited, expired, or otherwise terminated awards without issuance are again available for grant under the 2017 Equity Incentive Plan.

Activities

The Company presents equity-based compensation within the following line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):

The following table summarizes the change in equity-based compensation awards to employees and members of the Company's Board.

Employees

Board Members

A. Includes accelerated vesting of 1,529 RSUs in July 2025.

Unrecognized Compensation Expense

At July 31, 2026, the Company has not yet recognized compensation expense for the following awards:

Basic and Diluted Earnings (Loss) per Share

The Company computes earnings per share ("EPS") in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing undistributed earnings attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The diluted impact from potential common stock instruments is calculated using the treasury stock method, and if-converted method as applicable, unless the effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share:

A. Includes fully-vested, Pre-funded Warrants issued for nominal exercise prices and Strategic Advisor Warrants.

The following table summarizes the outstanding securities that were not included in the computation of diluted income (loss) per common share as they were anti-dilutive:

A. Incremental shares computed using the treasury stock method.

B. Denominator adjustment computed using the if-converted method.

The following table summarizes the Company's weighted-average shares of all the potential equity (both dilutive and antidilutive) on a fully diluted basis:

A. Includes warrants that are out-of-the-money. Amounts shown represent common stock equivalents assuming warrant exercise on a cash basis.

B. Assumes note conversion at the weighted average foreign exchange rate for each period.

The following table summarizes the Company's common shares outstanding as well as potential shares at each period-end:

A. Includes warrants that are out-of-the-money. Amounts shown represent common stock equivalents assuming warrant exercise on a cash basis.

B. Assumes note conversion based upon foreign exchange in effect at July 31, 2026.

Note 7 — Variable Interest Entities

Consolidated VIEs

The Company consolidates VIEs in which the Company is deemed to have both the power to direct the most significant activities of the entities and the right to receive benefits, or the obligation to absorb losses, that could potentially be significant to the entities. The Company did not identify any VIEs that it does not consolidate.

The table below presents the carrying value and classification of the assets and liabilities of VIEs consolidated within the Condensed Consolidated Balance Sheets, after elimination of intercompany balances:

CEA BRS LLC and BNC BNB Cayman

CEA BRS LLC, a wholly-owned subsidiary of CEA Industries Inc., and its subsidiary, BNC BNB Cayman, hold the Company's unrestricted digital assets (Note 4), but do not otherwise conduct activities sufficient to finance their activities without additional subordinated financial support. Therefore, the Company considers each entity as a VIE. CEA Industries Inc. consolidates both entities as it has the power to direct the activities that most significantly impact each entity's economic performance, which, subject to the terms of the AMA, include the management of the digital assets held by each entity.

Note 8 — Fair Value Measurement

The carrying values and fair values of the Company's assets or liabilities recorded at fair value on a recurring or non-recurring basis, as well as other financial instruments for which fair value is disclosed, at July 31, 2026 and April 30, 2026 were as follows:

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value.

The Company's liabilities measured at fair value on a recurring basis using Level 3 inputs changed as follows:

A. See Note 10 for information regarding this affiliate agreement.

B. Transfers are assumed to occur at the beginning of the respective period.

C. Increases in the fair value of liabilities represent losses included in net income.

Liabilities Carried at Fair Value on a Recurring Basis

Stapled Warrants

The Company equally weights observed market pricing data of publicly-traded Stapled Warrants with a Monte-Carlo option pricing model to estimate their fair value, using the following inputs:

Assets and Liabilities Carried at Fair Value on a Non-Recurring Basis

Identified Intangibles

In connection with the Company's tradename impairment assessment (Note 2), the Company estimates the cash flows that it does not need to pay to use a tradename to generate revenues using an estimated, market-based percentage of expected revenues. If the carrying amount of the intangible asset is higher than those aggregate, undiscounted cash flows, the Company impairs the intangible asset to its estimated fair value equal to those discounted cash flows.

The Company initially records identified intangibles at fair value at initial measurement and on the date of impairment, if any, else the Company reports finite-lived identified intangibles at their amortized cost basis, which may be different from their estimated fair value at a reporting date.

In connection with the Company's goodwill impairment assessment (Note 2), the Company valued its Fat Panda reporting unit using a weighted valuation methodology, which incorporated (a) an income approach using a discounted cash flow analysis, and (b) a market approach using publicly-traded companies similar to the Company. The Company records goodwill at its fair value at initial measurement and on the date of impairment, if any, else the Company reports goodwill at its lowest, last known fair value, which may be different from its estimated fair value at a reporting date.

Assets and Liabilities for which Fair Value Only Disclosed

The Company determined the carrying value of current debt and notes payable approximates fair value given the short-term nature of the borrowings.

Equity-based Compensation

Options

The fair value of each option grant is estimated at the grant date using the Black-Scholes option-pricing model. The following table summarizes the assumptions used to estimate the grant‑date fair value of options issued during the period from June 7, 2025 through July 31, 2025:

RSUs

The Company values RSU awards at the fair value of the underlying shares of the Company's common stock as such awards are entitled to dividends and are only subject to time-based vesting.

Note 9 — Taxes

The Company is subject to taxation in the United States (federal and various state jurisdictions), Canada (federal and provincial), and the Cayman Islands. The Cayman Islands does not impose corporate income tax, and, accordingly, the statutory income tax rate for the Company's Cayman Islands subsidiary is zero percent. The U.S. federal statutory rate is 21.0%, and the Canadian combined federal and provincial statutory rate is approximately 27.0% (Manitoba).

Effective Income Tax Rate Reconciliation

The Company's income (loss) before income taxes, income tax expense (benefit), and effective income tax rate were as follows:

The change in the effective tax rate for the three months ended July 31, 2026, compared to the period from June 7, 2025 through July 31, 2025 and the period from May 1, 2025 through June 6, 2025, was primarily due to (i) the impact of foreign earnings, including earnings of the Company's Canadian subsidiary that are taxed at the Canadian combined federal and provincial statutory rate (which is higher than the U.S. statutory rate) and earnings of the Company's Cayman Islands subsidiary that are not subject to income tax, and (ii) changes in the valuation of warrants treated as liabilities under U.S. GAAP.

Net Operating Loss Carryforwards

At July 31, 2026, the Company had approximately $75.0 million of U.S. federal and state net operating loss ("NOL") carryforwards primarily related to its legacy U.S. operations. Approximately $11.2 million of these NOL carryforwards will expire, if not utilized, in calendar years 2034 through 2037. NOLs generated in tax years beginning after December 31, 2017 do not expire but may be used to offset no more than 80.0% of taxable income in any given year. State NOL carryforwards have varying expiration periods that range from 5 to 20 years, depending on the jurisdiction.

The Company's Canadian subsidiary had no material NOL carryforwards at July 31, 2026. The Company's Cayman Islands subsidiary is not subject to income tax and accordingly does not have NOL carryforwards.

Section 382 Considerations

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, and applicable state law, the Company's ability to utilize its pre-change NOL carryforwards may be limited if the Company experiences an "ownership change," generally defined as a greater than 50.0% cumulative change in equity ownership by value over a rolling three-year period. The Company evaluated its equity transactions, including the PIPE Transaction, and determined that an ownership change occurred at the time of the PIPE Transaction. As a result, the Company’s ability to utilize a portion of its pre-change NOL carryforwards is subject to annual limitations under Section 382. Based on the application of these limitations and projected taxable income, management determined that approximately $3.0 million of such NOL carryforwards is expected to expire unutilized prior to expiration. Accordingly, the related tax benefits have not been recognized as deferred tax assets.

Valuation Allowance

The Company assesses, on a quarterly basis, whether it is more likely than not that its deferred tax assets will be realized. In making this determination, the Company considers all available positive and negative evidence, including its history of cumulative losses, projected future taxable income, the period over which deferred tax assets are expected to reverse, and the availability of tax-planning strategies. The weight given to each piece of evidence is commensurate with the extent to which it can be objectively verified.

At July 31, 2026, based primarily on the existence of cumulative losses in recent years and the inherent uncertainty of forecasting future taxable income for its U.S. operations, the Company concluded that it is more likely than not that its U.S. federal and state deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its U.S. net deferred tax assets. The Company intends to maintain the valuation allowance until sufficient positive evidence exists to support its reversal. No valuation allowance has been recorded against the deferred tax assets of the Company's Canadian subsidiary, as the Company has determined it is more likely than not that those deferred tax assets will be realized.

Uncertain Tax Positions

At July 31, 2026 and April 30, 2026, the Company hadno unrecognized tax benefits, and has recorded a $0.2 million reserve for Canadian excise taxes. The Company does not anticipate any significant change in its uncertain tax benefit balance during the twelve months following July 31, 2026.

The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company has not accrued any interest or penalties related to uncertain tax positions at July 31, 2026.

Open Tax Years

The Company files income tax returns in U.S. federal, various U.S. state, and Canadian federal and provincial jurisdictions. The following tax years remain subject to examination by the relevant taxing authorities:

A. Includes both federal and provincial tax years.

B. No income taxes assessed in jurisdiction.

Tax Legislation

One Big Beautiful Bill Act

On July 4, 2025, the President signed H.R. 1, the One Big Beautiful Bill Act ("OBBB Act"), into law. The OBBB Act includes several changes to U.S. federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic research and experimental expenditures, reinstatement of 100.0% bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

The OBBB Act also includes certain changes to the U.S. taxation of foreign activity, including changes to foreign tax credits, the global intangible low-taxed income ("GILTI") regime, the foreign-derived intangible income ("FDII") regime, and the base erosion and anti-abuse tax ("BEAT"), among other changes. These foreign-related changes are generally effective for tax years beginning after December 31, 2025.

The Company has accounted for the impact of the OBBB Act, where required, in the period of enactment. The OBBB Act did not have a material impact on the Company's consolidated financial statements for the fiscal period ended July 31, 2026, and the Company does not currently expect the OBBB Act to have a material impact on its consolidated income tax provision in future periods.

Note 10 — Transactions with Affiliates and Affiliated Entities

CEO Transition Agreement

On March 16, 2026, the Company, Mr. David Namdar, its Chief Executive Officer, and Abound LLC, a Puerto Rico limited liability company pursuant to which Mr. Namdar performed services for the Company, entered into an agreement ("Transition Agreement"), approved by the Board, that awarded Mr. Namdar (a) a $375,000 consulting fee for services Mr. Namdar performed for the Company since August 5, 2025, but for which the Company had not provided any compensation, (b) a $50,000 monthly consulting fee as compensation for services provided from the date of the Transition Agreement until his separation from the Company in July 2026, and (c) a $538,318 lump sum cash payment ("Cash Incentive Award") in lieu of an equity incentive award. In addition, the Company paid Mr. Namdar $900,000 at the date of separation in July 2026 in exchange for restrictive conditions, including confidentiality, non-compete, non-solicitation, non-disparagement, and non-assistance to litigants restrictions.

The Company recorded compensation expense of $135,484 within "Selling, general and administrative expenses" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and paid $1,623,802 in cash to Mr. Namdar through Abound LLC during the three months ended July 31, 2026.

AMA Controlled by a Former Board Member

Mr. Hans Thomas, a member of the Board until March 2026, owns the majority of the Asset Manager. Under the AMA (Note 1), the Company incurred management fees of $1.1 million during the three months ended July 31, 2026, presented as "Management fees to affiliate" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). At July 31, 2026, the Company accrued unpaid asset management fees of $1.4 million within "Other current related party liabilities" in the Condensed Consolidated Balance Sheets, and the Asset Manager and its affiliates hold all of the Asset Manager Warrants. See Note 11 regarding AMA litigation.

Seller Note Payable to Employee

The Company issued the Tax Indemnification Note to, and created the Escrow Deposit for the potential benefit of, the Selling Fat Panda Shareholders, one of whom is the President of Fat Panda, a current employee of the Company. In addition, the Company issued the Fat Panda Promissory Notes to the President of Fat Panda (Note 2). During the three months ended July 31, 2026 and the period from June 7, 2025 through July 31, 2025, the Company incurred interest expense totaling $25,813 and $15,516, respectively, presented as "Interest expense to affiliate" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), of which the Company paid $12,853 and $7,758. See Note 5 for additional detail regarding these notes payable, which the Company presents as "Related party note payable" in the Condensed Consolidated Balance Sheets. The Company does not reflect the Escrow Deposit in these Unaudited Condensed Consolidated Financial Statements as a third-party administrator controls those funds; however, the release of the Escrow Deposit, which depends upon finalization of working capital adjustments at the Acquisition Date, may impact the purchase price the Company paid for Fat Panda in the Fat Panda Acquisition (Note 2).

Agreements and Transaction with a Board Member

On June 19, 2024, Mr. Nicholas J. Etten, a former member of the Board, and the Company entered into a consulting agreement (the "2024 Agreement"), which was replaced on July 28, 2025 with a new consulting agreement (the "2025 Agreement"), whereby Mr. Etten would provide advisory services related to acquisition sourcing, strategic consulting, and investor coordination, and would be compensated at a rate of $2,500 per week, subject to downward adjustment based on hours worked. During the period from June 7, 2025 through July 31, 2025, the Company paid $10,250 to Mr. Etten for consulting services under the 2025 Agreement. In January 2026, the Company identified excess payments totaling $6,300 made to Mr. Etten under the 2024 Agreement which Mr. Etten refunded to the Company in April 2026.

Mr. Etten terminated the 2025 Agreement with effect from January 1, 2026, and no amounts were payable to him thereunder at July 31, 2026. On June 10, 2026, Mr. Etten resigned from the Board and entered into a separation agreement providing for a payment of $85,000 and reimbursement of up to $50,000 of legal fees, in exchange for a release of claims and customary covenants. He will also assist with the Company's ongoing litigation matters foreighteen months at $450 per hour for time exceeding ten hours per month. No amounts were incurred under that provision during the three months ended July 31, 2026. The Company recognized $85,000 during the three months ended July 31, 2026, $20,750 during the period June 7, 2025 through July 31, 2025, and $10,500 during the period May 1, 2025 through June 6, 2025 of related expense within "Selling, general and administrative expenses,"none of which remained unpaid at July 31, 2026 aside from reimbursable legal costs.

Severance Agreement with a Former Officer and Board Member

On May 4, 2026, Mr. Anthony K. McDonald resigned as the Company's President and as a member of the Board. In connection with his departure, the Company and Mr. McDonald entered into a severance agreement under which, in exchange for a release of claims and customary post-employment covenants, the Company agreed to pay Mr. McDonald $250,000 in substantially equal bi-weekly installments over twelve months and reimbursement for legal fees of $10,000.

During the three months ended July 31, 2026, the Company recognized $250,000 of expense within "Selling, general and administrative expenses" related to the foregoing, of which $57,692 was paid. At July 31, 2026, $192,308 remained unpaid and is presented within "Accounts payable and accrued expenses" in the Condensed Consolidated Balance Sheets. All remaining amounts are payable within twelve months of July 31, 2026. Additionally, during the three months ended July 31, 2026, the company paid $10,000 for legal fees on behalf of Mr. McDonald incurred in connection with the negotiation of the severance agreement.

Cooperation Agreement with YZILabs

On June 23, 2026, the Company entered into a cooperation agreement (the "Cooperation Agreement") with YZi Labs Management Ltd. ("YZILabs") which held 2,150,481 shares of the Company's common stock and 21,215,863 warrants at each of July 31, 2026 and April 30, 2026. Under the Cooperation Agreement, YZILabs terminated its consent solicitation and withdrew its related demands, and the parties exchanged mutual releases of claims arising from events occurring prior to that date. The Company increased the size of the Board to six directors and appointed three directors designated by YZILabs, and agreed to form a chief executive officer search committee. YZILabs agreed to customary standstill restrictions and to vote its shares in accordance with the Board's recommendations, in each case subject to the exceptions set forth in the Cooperation Agreement, which remains in effect until the dates specified therein. Neither party paid any consideration to the other under the Cooperation Agreement, and each party bore its own costs. As a result of the board designation and replacement rights held by YZILabs, the Company considers YZILabs a related party. YZILabs has represented that neither it nor its affiliates has paid or will pay any compensation to any of the directors it designated in respect of their service on the Board.

Note 11 — Commitments and Contingencies

The Company was subject to the following commitments and contingencies at July 31, 2026:

Indemnifications

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and that provide general indemnifications, including indemnifications to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on the Company's experience, the Company expects the risk of material loss to be remote.

Litigation

From time to time, in the normal course of business, the Company is subject to claims and legal proceedings. Litigation is inherently unpredictable, and the Company's assessments may change as matters progress. The Company expenses legal fees as incurred and records a liability for contingent losses when it is both probable that a loss has been incurred and the amount can be reasonably estimated. An unfavorable outcome to any matter, if material, could adversely affect the Company's financial condition, liquidity, or results of operations.

AMA Litigation

The Company is party to the AMA with the Asset Manager, which by its terms continues for atwenty-year term expiring in 2045 and provides for a management fee representing a flat fee of 1.4% of the fair value of assets within the Company's DAT Strategy. The AMA provides that, if the Company terminates the AMA during the term for any reason, or if the Asset Manager terminates the AMA following a material breach by the Company, the Company shall pay the Asset Manager, as liquidated damages, all fees and other compensation that would have accrued through the end of the term, payable monthly in accordance with the agreement's payment provisions. The Asset Manager is controlled by Mr. Hans Thomas, who served as a member of the Company's Board of Directors until March 2026.

On May 22, 2026, the Company filed a complaint against the Asset Manager in the United States District Court for the District of Delaware seeking a declaration that the AMA is void from inception as unconscionable and that all fees paid under it be returned to the Company and, in the alternative, a declaration that the liquidated damages provision in Section 13(a) is an unenforceable penalty under Delaware law. On July 28, 2026, the Asset Manager moved to dismiss the complaint, contending among other things that Section 13(a) is an enforceable liquidated damages provision and that any amount payable under it would be paid monthly over the remainder of the term rather than in a single accelerated payment. The Company filed its opposition to the motion on August 14, 2026. The motion remains pending, and the Company cannot predict its outcome or the timing of any ruling.

The Company has not terminated the AMA, and no amount is presently due under Section 13(a). The provision nonetheless remains in effect and its enforceability has not been determined, which constrains the Board's ability to terminate or restructure the Company's treasury management arrangements and continues to affect the strategic alternatives available to the Company.

While the Company accrues current monthly management fees under the AMA (Note 10), it has not recorded a liability in respect of Section 13(a). Any obligation under the provision would arise only upon a termination that has not occurred. Further, the Company is unable to estimate the amount of any possible loss, or range of possible loss, since the amount of any such obligation would depend on the resolution of the pending litigation regarding the provision's enforceability. An adverse determination as to enforceability, followed by a termination of the AMA, could result in obligations material to the Company's financial condition, results of operations, and liquidity.

Abraham Gomez Matter

In February 2026, Abraham Gomez, an individual, filed a civil complaint in the Superior Court of the State of California, County of Tulare, Abraham Gomez v. CEA Industries, Inc., et al. (Case No. VCU331863), against the Company and Mr. Hans Thomas, a former member of the Board. The complaint asserts various claims against the defendants, including claims for fraud, promissory estoppel, quantum meruit and unjust enrichment, arising from alleged investment-related discussions and alleged services purportedly performed for the benefit of the Company. The plaintiff seeks damages, including compensatory damages according to proof (which the complaint alleges exceed approximately $2.8 million), together with interest, attorneys' fees, costs and other relief.

On March 27, 2026, the Company removed the action to the United States District Court for the Eastern District of California, where it is pending as Case No. 1:26-cv-02403-KES-SAB. On April 3, 2026, the Company moved to dismiss the complaint for lack of personal jurisdiction and for failure to state a claim upon which relief can be granted. The motion was fully briefed, the court heard argument on August 26, 2026, and the court took the motion under submission. The Company intends to defend the action vigorously.

No liability has been recorded in respect of this matter. At this preliminary stage, the Company is unable to estimate the amount or range of any reasonably possible loss, if any, that may result from the proceeding.

Saad Naja Demand Letter

On July 17, 2026, counsel for Saad Naja delivered a pre-litigation demand letter to Mr. David Namdar, the Company's former Chief Executive Officer, addressed to him personally and in his capacity as an officer of the Company. Mr. Naja was part of the outside deal team that brought the private placement to the Company and is not affiliated with the Company. The letter asserts claims against Mr. Namdar personally arising out of Mr. Naja's alleged involvement in the transactions relating to the Company's July 2025 private placement, including alleged representations regarding an executive role and associated compensation, and demands a payment of $8.0 million by Mr. Namdar personally in resolution of those claims. No claim has been asserted against the Company, and no litigation has been commenced.

No liability has been recorded in respect of this matter. Because no claim has been asserted against the Company and the matter is at a preliminary stage, the Company is unable to estimate the amount or range of any reasonably possible loss, if any, arising from this matter, including in respect of any indemnification obligation.

Customer Rewards Program

Fat Panda offers a "Buy 10, Get 1 Free" card redemption program that it started in the year ended 2022. Customers at Fat Panda's retail stores may collect redemption cards, which do not expire, upon purchase and redeem the card for a complimentary product after purchasing ten items. While the Company does not believe accumulated redemptions to be material, it cannot estimate its potential economic exposure and has not accrued a liability for such redemptions.

Fat Panda Acquisition

The Company has not recorded any net assets or liabilities in connection with the Escrow Deposit, which the Company and Selling Fat Panda Shareholders have not mutually released (Note 2), or the Tax Indemnification Note (Note 5).

Industrial Climate Control System Installation Contracts

The Company has not yet completed the delivery and installation of certain industrial climate control systems, for which the Company holds non-refundable deposit assets of $0.1 million, net of reserves. The Company does not have any material exposure to customers in excess of deposit assets held.

2025 Equity Incentive Plan Awards

Neither Mr. Etten's nor Mr. McDonald's restricted stock units, granted under the 2025 Equity Incentive Plan, were affected by their respective separation agreements. Because that plan did not receive the vote required for approval at the special meeting held July 22, 2026, no grant date has been established and no compensation expense has been recognized with respect to these awards in any period presented (Note 2).

Leases

At July 31, 2026, the Company has 36 non-cancellable leases on retail, office, and manufacturing spaces, including a retail location not yet operational, expiring through March 2033, none of which the Company subleases. Leases held by the Company include renewal options and escalation clauses, though the Company has not considered such renewal provisions in the determination of the lease term as it is not reasonably certain that the Company will exercise these options. The terms of the leases do not impose any financial restrictions or covenants.

One lease pertains to 11,491 square feet of manufacturing and office space in Louisville, CO used for the Company's industrial climate control system operations that expires in January 2027 while the remaining leases relate to an aggregate 49,046 square feet of retail, office, and manufacturing space in Manitoba, Saskatchewan, and Ontario, Canada for Fat Panda's operations.

The Company made the following rent payments and incurred the following expense presented within "Selling, general and administrative expenses" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):

The Company's operating right-of-use assets and lease liabilities are as follows:

Future undiscounted, minimum lease payments for the Company's non-cancellable operating leases at July 31, 2026 were as follows:

Other information related to the Company's leases includes:

Note 12 — Subsequent Events

Developments in the Company's legal proceedings and Nasdaq matter occurring subsequent to July 31, 2026 are described in Note 11 and are not repeated here. The following events occurred subsequent to July 31, 2026 through the issuance date of these Unaudited Condensed Consolidated Financial Statements. Events subsequent to that date have not been considered in these financial statements.

Preferred Share Class Withdrawal

In September 2026, the Company filed certificates of withdrawal with the Nevada Secretary of State eliminating two series of preferred stock previously designated, no shares of which were issued or outstanding. The withdrawals did not affect the Company's authorized capital stock.