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 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 materia …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Note 5 Debt Obligations The Company's debt obligations consisted of the following: July 31, 2026 April 30, 2026 Weighted Average Collateral Carrying Value Outstanding Face Amount Month Issued Final Stated Maturity Funding Cost Life (Years) Carrying Value Carrying Value Debt BitGo Facility (A) $ 15,000 $ 15,000 Apr-2026 Jan-2027 9.8 % 0.3 $ 25,916 $ Total debt 15,000 15,000 9.8 % 0.3 25,916 Related Party Notes Payable Tax Indemnification Note (B) 357 357 Jun-2025 n.a. n.a. 368 Promissory Note (C) 734 734 Jun-2025 Nov-2026 7.0 0.3 n.a. 759 Convertible Promissory Note (D) 734 734 Jun-2025 Jun-2027 7.0 0.8 n.a. 758 Total related party notes payable, gross 1,825 1,825 5.6 0.6 1,885 Unamortized deferred financing costs (E) (27) (49) Total related party notes payable 1,798 1,825 1,836 Total, net $ 16,798 $ 16,825 $ 25,916 $ 1,836 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 specif …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company's contracts include the following groups of similar services that do not include any significant financing components: Successor Predecessor Three Months Ended July 31, 2026 Period from June 7, 2025 through July 31, 2025 Period from May 1, 2025 through June 6, 2025 Fat Panda Retail $ 6,784 $ 4,192 $ 2,761 E-commerce 316 223 166 Other 7 1 Total Fat Panda 7,100 4,422 2,928 Industrial Climate Control Systems (A) Equipment and systems sales (B) 65 108 Other 50 Total industrial climate control systems 65 158 Total revenue, net (C) $ 7,165 $ 4,580 $ 2,928 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. …

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 July 31, 2026 and April 30, 2026 were as follows: Fair Value Carrying Value Level 1 Level 2 Level 3 Total July 31, 2026 (Unaudited) Assets: Cash and cash equivalents $ 7,084 $ 7,084 $ $ $ 7,084 Digital assets 304,507 304,507 304,507 Liabilities: Related party note payable, current 1,798 1,798 1,798 Warrants 12,049 12,049 12,049 $ 325,438 $ 311,591 $ $ 13,847 $ 325,438 April 30, 2026 (Audited) Assets: Cash and cash equivalents $ 3,061 $ 3,061 $ $ $ 3,061 Digital assets 319,622 319,622 319,622 Liabilities: Related party note payable, current 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, non-current 753 753 753 $ 347,108 $ 322,683 $ $ 24,425 $ 347,108 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) April 30, 2026 $ 22,031 $ 558 Transfers (B) Transfers to Level 3 Transfers from Level 3 Gains (losses) included in net …

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). 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: Successor Predecessor Three Months Ended July 31, 2026 Period from June 7, 2025 through July 31, 2025 Period from May 1, 2025 through June 6, 2025 Income (loss) before income tax expense (benefit) $ (11,305) $ (1,246) $ 21 Income tax expense (benefit) 95 (60) 2 Effective income tax rate (0.8) % 4.8 % 10.7 % 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 t …

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 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 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 …

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 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 maj …

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 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: Successor Predecessor Three Months Ended July 31, 2026 Period from June 7, 2025 through July 31, 2025 Period from May 1, 2025 through June 6, 2025 Fat Panda Retail $ 6,784 $ 4,192 $ 2,761 E-commerce 316 223 166 Other 7 1 Total Fat Panda 7,100 4,422 2,928 Industrial Climate Control Systems (A) Equipment and systems sales (B) 65 108 Other 50 Total industrial climate control systems 65 158 Total revenue, net (C) $ 7,165 $ 4,580 $ 2,928 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 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"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: 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 41,173,850 62,305,007 364,966 16,265 103,860,088 Preferred stock (G)(H) 25,000,000 200,000 200,000 Total 225,000,000 41,173,850 62,305,007 200,0 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

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. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing