YZi Labs has raised concerns that 10X Capital Asset Management may not have fully disclosed its effective ownership in CEA Industries (NASDAQ: BNC). Based on the filings it reviewed, the firm said 10X and affiliated entities may collectively hold more than 5% of the company, a level that can trigger SEC ownership reporting obligations.
The findings were reported from the British Virgin Islands on February 27, 2026. Alex Odagiu, Investment Partner at YZi Labs, said the company’s own SEC filings leave little ambiguity in the numbers. He argued that 10X appears to have crossed the 5% threshold months earlier, yet did not comply with basic federal securities disclosure requirements.
Warrant exercises point to an estimated 5.39% stake
According to YZi Labs, recent filings show that 2,376,236 warrants were exercised. Nearly all of those warrants were controlled by 10X BNB Cayman Sponsor and 10X Capital Partners LLC. With 44,062,938 shares outstanding as of December 12, 2025, that position would translate to roughly 5.39% ownership.
On that basis, YZi Labs called on both 10X and Hans Thomas to clarify the ownership structure without delay. Thomas is identified as both a board member and a controller of 10X. The report also notes that he has not yet filed a Form 3, a required regulatory filing, adding to questions around compliance and shareholder transparency.
December board moves draw attention to possible undisclosed group activity
Separate insider disclosures show that CEO David Namdar and other directors hold about 2.02% of the company. Added to the estimated 5.39% linked to 10X, insiders could control about 7.41% of BNC shares.
In December 2025, the board also unanimously adopted a stockholder rights plan, commonly called a poison pill, and amended company bylaws. Those actions have intensified scrutiny over whether insiders may have been acting in concert. Analysts and shareholders are now asking whether these aligned parties could constitute an undisclosed “group” under SEC rules.
YZi Labs says it did not exercise its own warrants
YZi Labs said the central issue is transparency. It wants the market to know whether 10X-linked entities are managing, selling, or voting these shares together. The firm also said it has not exercised its own warrants, a point it uses to argue that recent warrant activity appears to be concentrated around 10X’s position.