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CEA Industries Closes $500 Million Private Placement to Advance Its BNB Treasury Strategy; Common Stock Ticker to Become “BNC�

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CEA Industries (NASDAQ:VAPE) has announced the successful closing of a $500 million private placement to implement its BNB-focused treasury strategy. The company will change its ticker to NASDAQ:BNC on August 6, 2025, reflecting its new identity as "BNB Network Company."

The offering includes the potential for an additional $750 million from warrant exercises. The placement attracted over 140 subscribers, including major institutional and crypto-native investors such as YZi Labs, Pantera Capital, and G-20 Group. The company will use the proceeds to purchase BNB as its primary treasury reserve asset.

Significant leadership changes include David Namdar joining as CEO and Russell Read as CIO, while former CEO Tony McDonald transitions to President. Cantor Fitzgerald & Co. served as lead financial advisor and sole placement agent.

CEA Industries (NASDAQ:VAPE) ha annunciato la conclusione con successo di un collocamento privato da 500 milioni di dollari per attuare la sua strategia di tesoreria focalizzata su BNB. La società cambierà il suo ticker in NASDAQ:BNC il 6 agosto 2025, riflettendo la sua nuova identità come "BNB Network Company".

L'offerta prevede la possibilità di un ulteriore 750 milioni di dollari derivanti dall'esercizio di warrant. Il collocamento ha attirato oltre 140 sottoscrittori, tra cui importanti investitori istituzionali e crypto-native come YZi Labs, Pantera Capital e G-20 Group. La società utilizzerà i proventi per acquistare BNB come principale riserva di tesoreria.

Tra i cambiamenti significativi nella leadership vi sono l'ingresso di David Namdar come CEO e di Russell Read come CIO, mentre l'ex CEO Tony McDonald passerà alla carica di Presidente. Cantor Fitzgerald & Co. ha agito come consulente finanziario principale e unico agente del collocamento.

CEA Industries (NASDAQ:VAPE) ha anunciado el exitoso cierre de una colocación privada de 500 millones de dólares para implementar su estrategia de tesorería centrada en BNB. La compañía cambiará su ticker a NASDAQ:BNC el 6 de agosto de 2025, reflejando su nueva identidad como "BNB Network Company".

La oferta incluye la posibilidad de obtener 750 millones de dólares adicionales mediante el ejercicio de warrants. La colocación atrajo a más de 140 suscriptores, incluidos importantes inversores institucionales y nativos del cripto como YZi Labs, Pantera Capital y G-20 Group. La empresa utilizará los fondos para comprar BNB como su principal activo de reserva en tesorería.

Los cambios significativos en el liderazgo incluyen la incorporación de David Namdar como CEO y de Russell Read como CIO, mientras que el ex CEO Tony McDonald pasa a ser Presidente. Cantor Fitzgerald & Co. actuó como asesor financiero principal y agente único de colocación.

CEA Industries (NASDAQ:VAPE)가 BNB 중심� 재무 전략� 실행하기 위해 5� 달러 규모� 사모 발행� 성공적으� 마무리했다고 발표했습니다. 회사� 2025� 8� 6일에 티커� NASDAQ:BNC� 변경하� "BNB 네트워크 컴퍼�"라는 새로� 정체성을 반영� 예정입니�.

이번 발행에는 워런� 행사� 최대 7� 5천만 달러 추가 조달 가능성� 포함되어 있습니다. 140� 이상� 구독자가 참여했으�, YZi Labs, Pantera Capital, G-20 Group � 주요 기관 투자자와 암호화폐 전문 투자자들� 포함되어 있습니다. 회사� 조달 자금� BNB� 주요 재무 준� 자산으로 구매하는 � 사용� 계획입니�.

중요� 리더� 변화로� David Namdar가 CEO�, Russell Read가 CIO� 합류하며, � CEO Tony McDonald� 사장으로 이동합니�. Cantor Fitzgerald & Co.가 주요 재무 자문 � 단독 인수 대리인 역할� 맡았습니�.

CEA Industries (NASDAQ:VAPE) a annoncé la clôture réussie d'un placement privé de 500 millions de dollars pour mettre en œuvre sa stratégie de trésorerie axée sur le BNB. La société changera son ticker pour NASDAQ:BNC le 6 août 2025, reflétant sa nouvelle identité en tant que "BNB Network Company".

L'offre inclut la possibilité d'obtenir un montant supplémentaire de 750 millions de dollars grâce à l'exercice de bons de souscription. Le placement a attiré plus de 140 souscripteurs, dont des investisseurs institutionnels majeurs et des investisseurs natifs de la cryptomonnaie tels que YZi Labs, Pantera Capital et G-20 Group. La société utilisera les fonds pour acheter du BNB comme principal actif de réserve de trésorerie.

Des changements importants dans la direction incluent l'arrivée de David Namdar en tant que CEO et de Russell Read en tant que CIO, tandis que l'ancien CEO Tony McDonald devient Président. Cantor Fitzgerald & Co. a agi en tant que conseiller financier principal et agent unique du placement.

CEA Industries (NASDAQ:VAPE) hat den erfolgreichen Abschluss einer 500 Millionen US-Dollar Privatplatzierung bekannt gegeben, um seine auf BNB ausgerichtete Treasury-Strategie umzusetzen. Das Unternehmen wird am 6. August 2025 sein Tickersymbol auf NASDAQ:BNC ändern, um seine neue Identität als "BNB Network Company" widerzuspiegeln.

Das Angebot beinhaltet die Möglichkeit von zusätzlichen 750 Millionen US-Dollar durch die Ausübung von Warrants. Die Platzierung zog über 140 Zeichner an, darunter bedeutende institutionelle und Krypto-native Investoren wie YZi Labs, Pantera Capital und G-20 Group. Das Unternehmen wird die Erlöse verwenden, um BNB als primären Treasury-Reservewert zu erwerben.

Bedeutende Führungsänderungen umfassen die Ernennung von David Namdar zum CEO und Russell Read zum CIO, während der ehemalige CEO Tony McDonald zum Präsidenten wechselt. Cantor Fitzgerald & Co. fungierte als Hauptfinanzberater und alleiniger Platzierungsagent.

Positive
  • Secured substantial funding of $500M with potential for additional $750M from warrant exercises
  • Strong institutional backing with over 140 prominent investors participating
  • Strategic transformation to focus on BNB treasury strategy with experienced new leadership
  • Maintains core business operations while adopting new treasury strategy
Negative
  • Significant dilution risk from the private placement and potential warrant exercises
  • Exposure to crypto market volatility through BNB treasury strategy
  • Major business model pivot that may introduce new operational risks

Insights

CEA Industries pivots to crypto with massive $500M raise, transforms into BNB treasury vehicle with new leadership from crypto veterans.

CEA Industries has executed a dramatic strategic pivot with its $500 million private placement to implement a BNB-focused treasury strategy. This represents a fundamental transformation of the company from its current business model to becoming what they call a "BNB Network Company" - essentially functioning as an institutional-grade investment vehicle for BNB cryptocurrency.

The capital raise is substantial, with $500 million secured plus potential for an additional $750 million if all warrants are exercised. This level of funding signals significant investor confidence in this crypto treasury strategy, with participation from over 140 subscribers including major crypto-native investors like Pantera Capital and Blockchain.com.

The company is undergoing a complete leadership overhaul to execute this strategy, bringing in executives with deep cryptocurrency experience. David Namdar, co-founder of Galaxy Digital, will become CEO. The company is also changing its ticker from VAPE to BNC to reflect this new direction.

This move represents a dramatic business model shift where CEA will purchase BNB as its primary treasury reserve asset while continuing its existing operations. The company is effectively transforming into a publicly-traded proxy for BNB exposure, similar to how MicroStrategy has become a Bitcoin treasury vehicle. For investors seeking regulated exposure to BNB, this could provide an alternative access point through traditional markets rather than directly through crypto exchanges.

The structure as a PIPE (Private Investment in Public Equity) with warrants is typical for significant capital raises, but investors should note the substantial potential dilution that would occur if all warrants are exercised. This announcement fundamentally changes the company's risk profile, tying its fortunes directly to BNB's performance.

CEA transforms into first Nasdaq-listed BNB proxy investment vehicle, securing $500M to purchase BNB as its treasury reserve asset.

This announcement represents a landmark development in the cryptocurrency market, as CEA Industries is effectively becoming the first Nasdaq-listed company to adopt BNB as its primary treasury reserve asset. The $500 million private placement, potentially increasing to $1.25 billion with warrant exercises, will be directed toward purchasing BNB tokens, creating a publicly-traded vehicle for traditional investors to gain exposure to BNB without directly holding the cryptocurrency.

The company is executing a strategy similar to MicroStrategy's Bitcoin treasury approach, but for BNB - the native token of the BNB Chain ecosystem (formerly known as Binance Smart Chain). BNB currently ranks among the top cryptocurrencies by market capitalization and powers one of the most active blockchain networks with significant transaction volume and developer activity.

This strategic pivot is bolstered by bringing in leadership with substantial cryptocurrency expertise. New CEO David Namdar's background as co-founder of Galaxy Digital (one of the earliest institutional crypto firms) and the involvement of 10X Capital as asset manager indicates this is a sophisticated operation rather than an opportunistic move.

The participation of established crypto-native investors like Pantera Capital, Arrington Capital, and Blockchain.com provides additional validation for this strategy. These firms typically conduct thorough due diligence before deploying capital at this scale.

For the broader cryptocurrency market, this represents significant institutional validation for BNB specifically. While Bitcoin has seen treasury adoption from public companies, this appears to be the first major treasury strategy centered around BNB, potentially creating a precedent for other tokens to receive similar institutional backing through public market vehicles.

Proceeds from the private placement enable the Company to acquire and adopt BNB as its primary treasury reserve asset 

Louisville, CO, Aug. 05, 2025 (GLOBE NEWSWIRE) -- (Currently NASDAQ:VAPE, changing to NASDAQ:BNC on Wednesday August 6, 2025) CEA Industries Inc. (“CEA� or the “Company�) today announced the closing of its $500,000,000 private placement offering, led by , as of August 5, 2025, to support the implementation of its BNB-focused treasury strategy. The offering consists of a common equity PIPE delivering $500,000,000 in gross proceeds plus up to an additional $750,000,000 in cash which may be received from exercised warrants to be issued in the private placement (assuming 100% of warrants are exercised).

The Company also announced today that, beginning on Wednesday, August 6, 2025, shares of the Company’s common stock will trade on Nasdaq under the new ticker symbol “BNC�, and the Company’s outstanding publicly-traded warrants will trade on Nasdaq under the new ticker symbol “BNCWW�. The Company believes this ticker symbol change better reflects the Company’s new BNB treasury strategy, which it intends to operate under the name "BNB Network Company.�

“Our new BNC ticker reflects a strategic realignment with the BNB Chain ecosystem and a clear focus on treasury growth,� said David Namdar, incoming CEO of CEA Industries Inc. “This is the first step in building a best-in-class, institutional-grade vehicle that gives investors transparent and secure access to one of the most active blockchain networks in the world.�

This announcement marks a critical milestone in the Company’s BNB treasury strategy as it plans to use the net proceeds to purchase BNB, thus enabling the Company to adopt BNB as its primary treasury reserve asset, while continuing its core business operations.

will serve as the asset manager of the BNB treasury strategy, .

Over 140 subscribers, led by institutional and crypto-native investors including , , , , , , , , , , , , , , , , Propel Horizon, Winone, Nano Labs, and several other prominent investors including ’s family office and the founders of , participated in the offering.

(Co-Founder, and Senior Partner, ) joins the Company as CEO, and (CIO, 10X Capital and former CIO of CalPERS, Deputy CIO of Deutsche Bank Asset Management) joins as CIO. Former CEO, Tony McDonald, will become President and remain on the board of directors.

Hans Thomas, Founding Partner and CEO of 10X Capital, and Alexander Monje, Partner and CLO of 10X Capital, will join as members of the board of directors.

Advisors

Cantor Fitzgerald & Co. served as lead financial advisor to 10X Capital and sole placement agent to the Company.

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC served as financial advisors to 10X Capital.

Winston & Strawn LLP served as counsel to 10X Capital.

DLA Piper LLP (US) served as counsel to Cantor Fitzgerald & Co.

The offer and sale of the foregoing securities were made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act�), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC�) registering the resale of the shares of common stock to be issued or issuable in connection with the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About CEA Industries Inc.

CEA Industries Inc. (NASDAQ:BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including the recently announced BNB-focused Digital Asset Treasury. CEA Industries Inc. offers BNB access via (NASDAQ:BNC) (NASDAQ:BNCWW for warrants) with institutional-grade treasury strategy, execution and SEC-compliant reporting. Following the closing of the PIPE, CEA intends to deploy a BNB focused Treasury strategy, offering a gateway for institutional and retail investors to participate in the BNB Chain ecosystem, Binance Layer-1 blockchain ecosystem coin.

CEA Industries Inc. will continue to emphasize transparency with the SEC and all investors regarding re-investment, holdings, and strong engagement with the BNB ecosystem and community. Additional updates on BNB acquisitions, treasury growth and governance measures are expected in the coming weeks. Currently, CEA Industries Inc. remains the world’s largest U.S. publicly traded $BNB treasury company.

About 10X Capital

10X Capital is a next-generation investment firm focused on digital transformation, including digital assets and digital infrastructure. Founded by pioneering digital currency and fintech entrepreneur Hans Thomas (founding team, InternetCash), 10X Capital brings institutional capital to exceptional opportunities worldwide. With capabilities in asset management, treasury management, and capital markets, the firm takes a holistic, market-leading approach to building and managing Digital Asset Treasury companies (DATs) around the world, in partnership with top foundations & entrepreneurs.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements.� The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. This document specifically contains forward-looking statements regarding the potential benefits of the uses of proceeds of the Company’s recent offering and future business plans. In evaluating these forward-looking statements, you should consider various factors, including CEA’s ability to keep pace with new technology and changing market needs; CEA’s ability to finance its current business and proposed future business; the competitive environment of CEA’s business; and the future value of BNB. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond CEA’s control, including those set forth in the Risk Factors section of CEA’s Form 10-K filed with the SEC on March 27, 2025, as well as all other SEC filings, as amended or updated from time to time. Copies of CEA’s filings with the SEC are available on the SEC’s website at CEA undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contacts:

CEA IndustriesSarah May[email protected]

FAQ

What is the size of CEA Industries' (VAPE) private placement and what will it be used for?

CEA Industries closed a $500 million private placement with potential additional proceeds of $750 million from warrant exercises. The proceeds will be used to purchase BNB as the company's primary treasury reserve asset.

When will CEA Industries change its stock ticker to BNC?

CEA Industries will change its ticker symbol from VAPE to BNC on Wednesday, August 6, 2025. The company's warrants will trade under the symbol BNCWW.

Who are the new leaders joining CEA Industries after the private placement?

David Namdar (Co-Founder of Galaxy Digital) joins as CEO, Russell Read (former CIO of CalPERS) as CIO, while former CEO Tony McDonald becomes President. Hans Thomas and Alexander Monje from 10X Capital join the board of directors.

Which major investors participated in CEA Industries' private placement?

Over 140 investors participated, including YZi Labs, Pantera Capital, G-20 Group, Arche Capital, Exodus Point, GSR, Borderless, Arrington Capital, Blockchain.com, and several other institutional and crypto-native investors.

Who will manage CEA Industries' BNB treasury strategy?

10X Capital will serve as the asset manager of the BNB treasury strategy, with support from YZiLabs.
CEA Industries

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