YZi Labs: "Calls for immediate disclosure of 10X Capital and Hans Thomas’s BNC stake"

YM Lee

Summary

YZi Labs said 10X Capital and director Hans Thomas may have failed to meet disclosure obligations related to their stake in CEA Industries (BNC), and called for immediate disclosure.
YZi Labs said there are concerns that 10X Capital held more than 5% of BNC’s outstanding shares but did not file a Schedule 13D, and claimed Hans Thomas did not file Form 3.
YZi Labs said that when its own BNC stake exceeded 5%, it filed a Schedule 13D within the legal deadline and made subsequent amendments in compliance with rules; it added that it has since formed a group with certain shareholders to maintain rights under Nevada law.

YZi Labs said 10X Capital and director Hans Thomas may have failed to fulfill their disclosure obligations related to their holdings in CEA Industries (Nasdaq: BNC), and called for immediate disclosure.

According to YZi Labs’ official X account on the 18th (local time), the firm sent letters to 10X Capital Asset Management as well as related entities and individuals, stating there are concerns that 10X Capital may have violated Section 13(d) of the Securities Exchange Act of 1934. The provision requires investors who beneficially own more than 5% of a public company’s shares to file a Schedule 13D within 5 business days, and also mandates aggregated disclosure for groups acting together.

Based on publicly available information, YZi Labs claimed that 10X Capital may have beneficially owned more than 5% of BNC’s outstanding shares since at least late 2025, yet no related filing has been submitted.

The firm also raised an issue regarding Hans Thomas, a co-founder of 10X Capital and a BNC director. YZi Labs said Thomas did not file Form 3 with the U.S. Securities and Exchange Commission, the initial beneficial ownership report required under Section 16(a). Section 16(a) obligates directors and major shareholders to report initial holdings and subsequent changes.

Alex Odagiu, an investment partner at YZi Labs, said, “SEC disclosure rules are not optional—they are a basic obligation that board members of listed companies must comply with,” adding, “Failure to make timely ownership disclosures makes it difficult to say one has fulfilled the responsibilities of a public-company director.”

YZi Labs said it, too, filed a Schedule 13D within the statutory deadline after its BNC stake exceeded 5% on Nov. 26, 2025, and subsequently made amended filings in line with relevant rules. It added that while its directly held stake later fell below 5% due to the company’s share issuance and other factors, it formed a group with certain shareholders to preserve the exercise of rights under Nevada law.