Financial Analysis

"Note 11 Commitments and Contingencies The Company was subject to the following commitments and contingencies at April 30, 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 materi …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Note 5 Debt Obligations The Company's debt obligations consisted of the following: Successor April 30, 2026 Weighted Average Collateral Carrying Value Outstanding Face Amount Month Issued Final Stated Maturity Funding Cost Life (Years) Carrying Value Related Party Notes Payable Current Tax Indemnification Note (A) $ 368 $ 368 Jun-2025 n.a. % n.a. $ Promissory Note (B) 759 759 Jun-2025 Nov-2026 7.0 0.5 n.a. Total current notes payable, gross 1,127 1,127 4.7 0.5 Unamortized deferred financing costs (C) (44) Total current notes, net 1,083 1,127 Non-Current Convertible Promissory Note (D) 758 758 Jun-2025 Jun-2027 7.0 1.1 n.a. Total non-current notes payable 758 758 7.0 1.1 Unamortized deferred financing costs (C) (5) Total non-current notes, net 753 758 Total, net $ 1,836 $ 1,885 $ A. 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. B. The $0.8 million interest-only note with the President of Fat Panda bears interest at 7.0% per annum, payable monthly. C. During the period from June 7, 2025 through April 30, 2026, the Company amortized a total of $0.1 million of deferred financing costs for both the Related Pa …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company's contracts include the following groups of similar services, which do not include any significant financing components: Successor Predecessor Period from June 7, 2025 through April 30, 2026 Period from May 1, 2025 through June 6, 2025 Year Ended April 30, 2025 Fat Panda Retail $ 23,574 $ 2,761 $ 25,365 E-commerce 742 166 1,939 Other 379 1 688 Total Fat Panda 24,695 2,928 27,992 Industrial Climate Control Systems (A) Equipment and systems sales (B) 1,538 Other 174 Total industrial climate control systems 1,712 Total revenue, net (C) $ 26,407 $ 2,928 $ 27,992 A. Since Fat Panda is the accounting predecessor, the Company omits its revenues earned prior to the Acquisition Date. B. At April 30, 2026, the Company had yet to deliver, or provide installation services for, equipment totaling $ million, which represents its remaining performance obligations under such contracts, and for which the Company has not recognized revenue; the 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. …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

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 April 30, 2026 and April 30, 2025 were as follows: Fair Value Carrying Value Level 1 Level 2 Level 3 Total April 30, 2026 (Successor) Assets: Cash and cash equivalents $ 3,061 $ 3,061 $ $ $ 3,061 Digital assets 319,622 319,622 319,622 Liabilities: Related party note payable 1,083 1,083 1,083 Other current related party liabilities, at fair value 558 558 558 Warrants 22,031 22,031 22,031 Related party note payable 753 753 753 $ 347,108 $ 322,683 $ $ 24,425 $ 347,108 April 30, 2025 (Predecessor) Assets: Cash and cash equivalents $ 2,149 $ 2,149 $ $ $ 2,149 $ 2,149 $ 2,149 $ $ $ 2,149 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: Liabilities Warrants Cash Incentive Award (A) June 7, 2025 $ $ Transfers (B) Transfers to Level 3 Transfers from Level 3 Gains (losses) included in net income (C) Gain on change in fair value of warrant liability (282,920) Other affiliate operating expenses 558 Issuance 304,951 April 30, 2026 $ 22,031 $ 558 A. See Note 10 for in …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"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). Components of (Loss) Income Before Income Taxes The components of (loss) income before income taxes, disaggregated between domestic and foreign operations, are as follows: Successor Predecessor Period from June 7, 2025 through April 30, 2026 Period from May 1, 2025 through June 6, 2025 Year Ended April 30, 2025 United States $ 240,610 $ $ Foreign Canada (1,549) 21 707 Cayman Islands (124,188) Total foreign (125,737) 21 707 Income before income tax expense (benefit) $ 114,873 $ 21 $ 707 Components of Income Tax Expense (Benefit) The components of income tax expense (benefit) consist of the following: Successor Predecessor Period from June 7, 2025 through April 30, 2026 Period from May 1, 2025 through June 6, 2025 Year Ended April 30, 2025 Current Federal $ $ $ State Foreign 426 263 Total current 426 263 Deferred Federal State Foreign (798) 2 (126) Total deferred (798) 2 (126) Total income tax expense (benefit) $ (372) $ 2 $ 137 Effective Income Tax Rate Reconciliation A reconciliation of the U.S. federal stat …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"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 July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit 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 evaluated the potential impact of adopting this guidance on its consolidated financial statements and disclosures and does not expect such adoption to be material. In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense 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 ent …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"Note 10 Transactions with Affiliates and Affiliated Entities CEO Transition Agreement On March 16, 2026, the Company, Mr. David Namdar, its current Chief Executive Officer, and Abound LLC, a Puerto Rico limited liability company pursuant to which Mr. Namdar performs services for the Company, entered into an agreement (""Transition Agreement""), approved by the Board, that awarded Mr. Namdar (a) a $0.4 million consulting fee for services Mr. Namdar performed for the Company since August 5, 2025, but for which the Company had not provided compensation, (b) a $50,000 monthly consulting fee as compensation for services provided until his separation from the Company, and (c) a lump sum cash payment (""Cash Incentive Award""), in lieu of an equity incentive award, equal in amount to the product of 132,000 shares of the Company's common stock multiplied by the greater of the 30-trading day average stock price of the Company's common stock on (x) March 16, 2026 or (y) the date of separation, which is the earlier of (a) the Company's next annual meeting of stockholders, (b) the appointment by the Board of a new or interim chief executive officer of the Company, or (c) August 31, 2026. In addition, the Company will pay Mr. Namdar $0.9 million at the date of separation 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 $1.4 million …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Note 3 Revenue U.S. GAAP does not recognize the income that the Company generates from its digital assets (Note 4), which comprise approximately 94.6% of its total assets, 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, which do not include any significant financing components: Successor Predecessor Period from June 7, 2025 through April 30, 2026 Period from May 1, 2025 through June 6, 2025 Year Ended April 30, 2025 Fat Panda Retail $ 23,574 $ 2,761 $ 25,365 E-commerce 742 166 1,939 Other 379 1 688 Total Fat Panda 24,695 2,928 27,992 Industrial Climate Control Systems (A) Equipment and systems sales (B) 1,538 Other 174 Total industrial climate control systems 1,712 Total revenue, net (C) $ 26,407 $ 2,928 $ 27,992 A. Since Fat Panda is the accounting predecessor, the Company omits its revenues earned prior to the Acquisition Date. B. At April 30, 2026, the Company had yet to deliver, or provide installation services for, equipment totaling $ million, which represents its remaining performance obligations under such contracts, and for which the Company has not recognized revenue; the the timing an …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Note 6 Equity and Earnings Per Share The Company's articles of incorporation dated October 2009 authorize the Company's Board to issue preferred stock as well as subordinated common stock, which the Company listed its common stock on The Nasdaq Stock Market (""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"") traded on Nasdaq using the ticker symbol ""BNCWZ"" beginning April 15, 2026. The Company's equity at April 30, 2026 included: Successor Shares Potential Shares (A) Authorized Issued and Outstanding Warrants (B) Stock Rights (C) RSUs (D) Options (E) Total Common stock (F) 200,000,000 42,607,962 62,305,007 364,966 22,109 105,300,044 Preferred stock (G)(H) 25,000,000 200,000 200,000 Total 225,000,000 42,607,962 62,305,007 200,000 364,966 22,109 105,500,044 A. Excludes shares issuable upon conversion of the Convertible Promissory Note (Note 5). B. Includes unexercised Public Warrants and PIPE Warrants. C. Represents Series C Junior Participating Preferred Stock Rights, subject to the terms of the Stockholder Rights Agreement described below. D. Restricted stock units (""RSUs"") represent the right to receive, upon vesting …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Note 12 Subsequent Events The following events occurred subsequent to April 30, 2026 through the issuance date of these Consolidated Financial Statements. Events subsequent to that date have not been considered in these financial statements. Restatements On June 11, 2026, the management of the Company, with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued condensed consolidated financial statements included in the Company's quarterly reports on Form 10-Q for the (i) three months ended October 31, 2025, the period from June 7, 2025 through October 31, 2025 (the Second Quarter Successor period) and the period from May 1, 2025 through June 6, 2025, originally filed with the SEC on December 15, 2025 (the Second Quarter Form 10-Q) and (ii) three months ended January 31, 2026 and the period from June 7, 2025 through January 31, 2026 (the Third Quarter Successor period) and the period from May 1, 2025 through June 6, 2025, originally filed with the SEC on March 16, 2026 (the Third Quarter Form 10-Q and together with the Second Quarter 10-Q, the Quarterly Reports on Form 10-Q) should no longer be relied upon. The conclusion was based on the identification of an error in the calculation of the weighted-average number of shares outstanding used in determining basic and diluted EPS. The error resulted in an understatement of basic and diluted weighted-average shares outstanding, which in turn understated or overstated basic and dilu …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Note 4 - Business Combinations On the Acquisition Date, the Company acquired Fat Panda, Central Canadas leading retailer and manufacturer of vaping products, holding a significant market share across Manitoba, Ontario, and Saskatchewan. With 33 retail locations and a thriving 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 purchase price was $ 12.7 million comprised of $ 10.7 million in cash to the sellers, 39,000 shares of the Companys common stock with an agreed value of $ 0.3 million, an indemnity note totaling $ 0.4 million and seller notes totaling $ 1.4 million. A portion of the purchase price was funded by a short-term loan from a United States based lender in the amount of $ 4.0 million, which was due in nine months (the FP Loan). In addition, $ 1.9 million was placed in escrow to support post-closing adjustments, indemnity obligations, and employee-related matters. On December 4, 2025, the Company repaid the outstanding balance of the FP Loan in full. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their preliminary estimated fair values as of the Acquisition Date. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The goodwill is primarily attributable to the assembled workforce, synergies expected f …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 12 Commitments and Contingencies Litigation From time to time, in the normal course of business, the Company is subject to claims and legal proceedings. Ligation is inherently unpredictable, and the Companys 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 reasonable estimated. An unfavorable outcome to any matter, if material, could adversely affect the Companys financial condition, liquidity or results of operations. Abraham Gomez Matter On February 24, 2026, Abraham Gomez, an individual, filed a civil complaint in the Superior Court of the State of California, County of Tulare, captioned Abraham Gomez v. CEA Industries, Inc., et al., (Case No. VCU331863), against the Company and Hans Thomas, a director of the Company. 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 $ 2.75 million), together with interest, attorneys fees, costs and other relief. As of March 13, 2026, the Company has not yet filed its response to the complaint but intends to defend the action vi …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 10 Note Payable In connection with the Companys acquisition of Fat Panda, the Company entered into an interim loan facility with CEAD Panda Lender LLC, under which it borrowed $ 4.0 million effective June 4, 2025. The loan required interest-only payments until maturity, payable monthly, with an interest rate of 3% for the first three months and 2% per month thereafter on the outstanding principal. The loan was secured by a first lien on all the assets of the Company, 16728502 CANADA INC and Fat Panda Ltd., now amalgamated as Fat Panda Ltd., subject to certain exceptions and permitted liens and permitted dispositions. The loan facility included customary borrower representations and warranties, event of default, and various covenants, including requirements to maintain at least $ 1.5 million on cash and a minimum of $ 4.0 million in working capital (inclusive of cash). On December 4, 2025, the Company repaid the outstanding balance of the FP Loan in full. Interest expense recognized for the period includes amounts related to this interim loan facility prior to repayment. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table sets forth the Companys revenue by source: Schedule of Revenue by Source Successor Predecessor Successor Predecessor Predecessor Three Months Ended January 31, 2026 Three Months Ended January 31, 2025 Period from June 7, 2025 through January 31, 2026 Period from May 1 through June 6, 2025 Nine Months Ended January 31, 2025 CEA equipment and systems sales $ 612,894 $ - $ 913,464 $ - $ - CEA engineering and other services - - 87,993 - - CEA other sales 63,088 - 85,912 - - Retail Vape sales 6,349,605 6,146,808 17,177,653 2,761,077 18,947,052 E-commerce Vape sales 228,151 719,091 506,220 165,818 1,989,873 Factory direct wholesale Vape sales 62,230 42,918 265,852 794 255,408 Franchise fee Vape sales - - - - 121,338 Other Vape sales 18,658 - 18,658 - - Total revenue $ 7,334,626 $ 6,908,817 $ 19,055,752 $ 2,927,689 $ 21,313,671 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Note 14 Equity Compensation Successor 2017 Equity Incentive Plan Under the Companys 2017 Equity Incentive Plan, as may be modified and amended by the Company from time to time (the 2017 Equity Plan), the Board of Directors (the Board) (or the compensation committee of the Board, if one is established) may grant equity-based awards, including stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock unit awards (RSUs), shares granted as a bonus or in lieu of another award, and other stock-based performance awards. The 2017 Equity Plan authorized 27,778 shares of the Companys common stock (Plan Shares) for issuance of equity awards under the 2017 Equity Plan. Any shares subject to an award that are forfeited, expire, or otherwise terminate without issuance are again available for grant under the 2017 Equity Plan. As of January 31, 2026, of the 27,778 shares authorized under the 2017 Plan for equity awards, 13,641 shares have been issued, awards relating to 10,383 options remain outstanding, and 3,754 shares remain available for future equity awards. 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (the 2021 Equity Plan) was approved by the Board on March 22, 2021 and by the Companys stockholders on July 22, 2021. The 2021 Equity Plan authorizes the Board to grant awards of up to 55,556 shares of common stock. The 2021 Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 Code, non-qua …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Note 17 Income Taxes For the period from June 7, 2025 to January 31, 2026 (Successor), the period from May 1, 2025 to June 6, 2025 (Predecessor) and the nine months ended January 31, 2025 (Predecessor), the Companys earnings before income taxes, income tax expense and effective income tax rate were as follows: Schedule of Earnings Before Income Taxes, Income Tax Expense and Effective Income Tax Rate Successor Predecessor Predecessor Successor Predecessor Period from June 7 through January 31, Period from May 1 through June 6, Nine months ended January 31, Three months ended January 31, Three months ended January 31, 2026 2025 2025 2026 2025 Income (loss) before income taxes $ 170,930,482 $ 20,602 $ 2,200,195 $ (124,964,353 ) $ 957,654 Income tax expense (benefits) (291,754 ) 1,589 426,838 (18,392,213 ) 184,337 Effective income tax rate -0.2 % 7.7 % 19.4 % 14.7 % 19.2 % The change in the effective tax rate for the period June 7, 2025 to January, 31, 2026 (Successor), compared to the predecessor period for May 1, 2025 to June 6, 2025 (Predecessor), and the three months ended January 31, 2026 (Successor) compared to January 31, 2025 (Predecessor), was primarily due to the impact of foreign statutory rates that are lower than the U.S. statutory tax rate, non-deductible transaction costs, U.S. inclusions on foreign income, and changes to valuation allowances on the legacy business of CEA Industries Inc.s United States operations. During the first quarter, the Company completed the …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 5 Leases The Company recorded operating lease costs for the period from June 7, 2025 through January 31, 2026 (Successor) of $ 0.4 million. For the period from May 1, 2025, through June 6, 2025 (Predecessor) operating lease costs was $ 91.8 thousand and for the nine months ended January 31, 2025 (Predecessor), operating lease costs was $ 0.4 million. The Companys operating and finance right-of-use assets and lease liabilities are as follows: Schedule of Lease Cost Successor Predecessor January 31, April 30, 2026 2025 Operating lease right-of-use asset $ 1,886,600 $ 1,890,013 Operating lease liability, current $ 709,245 $ 528,914 Operating lease liability, long-term $ 1,236,830 $ 1,374,639 Successor Predecessor Predecessor Period from June 7 through January 31, 2026 Period from May 1 through June 6, 2025 Nine Months Ended January 31,2025 Cash paid for operating lease $ 421,172 $ 91,749 $ 433,492 Future annual minimum lease payments under non-cancellable operating leases as of January 31, 2026, were as follows: Schedule of Future Annual Minimum Lease Payments Successor January 31, Years ending April 30, 2026 2026 (excluding the nine months ended January 31, 2026) $ 208,973 2027 752,582 2028 502,664 2029 318,414 2030 185,903 Thereafter 216,417 Total minimum lease payments 2,184,953 Less imputed interest (238,878 ) Present value of minimum lease payments $ 1,946,075 Other information related to leases were as follows: Schedule of Other Information Related to Leases Successor …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial InstrumentsCredit 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 is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements and disclosures. In January 2025, the FASB issued Accounting Standards Update No. 2025-01 to clarify the effective date of ASU 2024-03 (disaggregation of income statement expenses) for non-calendar year-end entities. The clarification ensures that initial adoption is required in an annual reporting period (rather than unintentionally in an interim period) for entities with non-calendar year ends. The amendments align with the effective dates stated in ASU 2024-03 (annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 18 Related Party Transactions Agreements and Transaction with a Company Director Mr. Nicholas J. Etten, a member of the Companys Board of Directors, was previously party to two consulting agreements, one dated July 28, 2025 (the 2025 Agreement) and a prior agreement dated June 19, 2024 which was replaced by the 2025 Agreement. These agreements contemplated that Mr. Etten would provide advisory services related to acquisition sourcing, strategic consulting, and investor coordination, and would be compensated at a rate of $ 2.5 thousand per week, subject to downward adjustment based on hours worked. The Company paid Mr. Etten $ 20.0 thousand during the three months ended January 31, 2026, and $ 72.8 thousand during the period from June 7, 2025 through January 1, 2026 for consulting services under these agreements. In January 2026, the Company identified that payments made to Mr. Etten through June 3, 2025 exceeded the amounts expected by $ 6.3 thousand. On March 15, 2026, Mr. Etten reimbursed the Company $ 6.3 thousand. Mr. Etten terminated the 2025 Agreement on February 2, 2026 with effect from January 1, 2026. As of January 31, 2026, there were no amounts payable to Mr. Etten under the 2025 Agreement. Promissory notes to former owner/current employee In connection with the Companys acquisition of Fat Panda Ltd. on June 6, 2025, the Company issued the following promissory notes to related parties: A promissory note with a principal amount of $ 0.7 million (CAD $ 1.0 milli …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Note 9- Revenue The following table sets forth the Companys revenue by source: Schedule of Revenue by Source Successor Predecessor Successor Predecessor Predecessor Three Months Ended January 31, 2026 Three Months Ended January 31, 2025 Period from June 7, 2025 through January 31, 2026 Period from May 1 through June 6, 2025 Nine Months Ended January 31, 2025 CEA equipment and systems sales $ 612,894 $ - $ 913,464 $ - $ - CEA engineering and other services - - 87,993 - - CEA other sales 63,088 - 85,912 - - Retail Vape sales 6,349,605 6,146,808 17,177,653 2,761,077 18,947,052 E-commerce Vape sales 228,151 719,091 506,220 165,818 1,989,873 Factory direct wholesale Vape sales 62,230 42,918 265,852 794 255,408 Franchise fee Vape sales - - - - 121,338 Other Vape sales 18,658 - 18,658 - - Total revenue $ 7,334,626 $ 6,908,817 $ 19,055,752 $ 2,927,689 $ 21,313,671 As of January 31, 2026 (Successor), the Companys remaining performance obligations, or backlog, was approximately $ 0.6 million are expected to be recognized within one year. The Company expects to recognize this revenue as the related services are performed. However, the timing of the recognition is subject to uncertainty due to the nature of the underlying contracts, and there is no assurance that all remaining performance obligations will result in revenues. Geographic Information The Company classifies sales by customers locations in two geographic regions: the United States and Canada. Schedule of Sales by Customers Lo …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Note 19 Segment Reporting During the second quarter of 2026, the Company introduced a new business line focused on BNB Treasury Management and appointed a new Chief Executive Officer, who serves as the Chief Operating Decision Maker (CODM). These changes triggered a reassessment of the Companys operating segments under ASC 280, Segment Reporting. As a result of this reassessment, the Company determined that it now operates two reportable segments: BNB Treasury Management and Retail and Industry. Comparative periods have been re-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: BNB Treasury Management This segment includes income from digital asset activities, costs and expenses related to building and executing the Companys digital asset strategy, and fair value changes (unrealized gains or losses) on digital assets associated with the Companys BNB holdings. Retail and Industry Segment This segment includes Fat Pandas retail and distribution operations along with revenue and operating costs related to designing, engineering, and selling environmental control and other technologies for the Controlled Environment Agriculture industry. The Corporate category presented in the following table is not considered an operating segment. It consists primarily of corporate support functions including capital and funding to supp …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 13 Shareholders Equity Stockholder Rights Agreement On December 26, 2025, the Board of Directors (the Board) of the Company adopted a limited duration shareholder rights agreement (the 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 Rights Agreement, the Company issued, as a dividend, one right (a Right) for each share of the Companys common stock held as of January 8, 2026, and for each share of certain outstanding common stock warrants. Each 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 Right. Each share of Series C Junior Participating Preferred Stock is equivalent to 1,000 shares of the Companys common stock. The Rights have a limited term and will expire on December 26, 2026, or earlier, as specified in the Rights Agreement. Under the terms of the Rights Agreement, if any person or group (an Acquiring Person) obtains beneficial ownership of 15% or more of the Companys outstanding common stock, subject to certain exceptions, including an exception for current holders exceeding this percentage who do not acquire additional shares, the Rights become e …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 20 Subsequent Events In accordance with ASC 855, Subsequent Events, the Company has evaluated all subsequent events through the date of issuance of these financial statements issued. No material subsequent events occurred after January 31, 2026. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing