10X Capital's Hidden Control at CEA Industries: Risks from the Cayman Islands

Stock investors are questioning activities related to the Cayman Islands in the secret shareholding control of 10X Capital Asset Management. YZi Labs, an investment firm, has just revealed concerning findings suggesting that 10X Capital may hold over 5% of CEA Industries (NASDAQ: BNC) shares without complying with SEC disclosure requirements. Evidence indicates these activities could involve financial entities based in the Cayman Islands.

According to a report published on February 27, 2026, from securities filings, complex relationships among affiliated parties appear designed to conceal true ownership. Alex Odagiu, Investment Partner at YZi Labs, emphasized: “The figures in SEC filings leave little room for ambiguity.” He continued: “10X seems to have crossed the 5% ownership threshold months ago—but instead of adhering to federal securities laws, they chose to stay in the shadows.”

YZi Labs Reveals Secret Control Strategy via Warrants

Findings from SEC filings show that 10X Capital recently exercised warrants for 2,376,236 shares. Two main entities involved—10X BNB Cayman Sponsor (a Cayman Islands-based organization) and 10X Capital Partners LLC—control nearly all of these warrants.

With a total outstanding share count of 44,062,938 as of December 12, 2025, the shares controlled through these warrants amount to approximately 5.39% ownership. This level of holding falls within the SEC’s mandatory disclosure threshold—companies and individuals owning more than 5% of shares must publicly disclose this information clearly.

Additionally, Hans Thomas, a board member and alleged controller of 10X Capital, has yet to file Form 3—a legal requirement for individuals with material ownership or control over securities. This omission raises questions about compliance and transparency among influential shareholders.

SEC Regulations and Omitted Disclosure Issues

Under SEC rules, investors owning or controlling more than 5% of a public company’s shares must disclose this publicly. This regulation aims to protect other shareholders and maintain market transparency. When related entities act together to control shares without disclosing such activity, it may constitute a violation of federal securities laws.

YZi Labs calls on the SEC to require 10X Capital and Hans Thomas to clarify ownership immediately. The firm also urges disclosure of whether related entities—including those in the Cayman Islands—are jointly managing, selling, or voting these shares. Lack of transparency could trigger mandatory SEC disclosures and lead to serious legal consequences.

Concerns Over Internal Coordination and Un disclosed “Groups”

In December 2025, CEA Industries’ board approved a shareholder rights plan, commonly called a “poison pill”—a defensive mechanism designed to prevent hostile takeovers. They also unanimously amended the company bylaws. These actions, in the context of 10X’s hidden control, raise questions about possible internal coordination.

According to disclosed filings, CEO David Namdar and other board members hold about 2.02% of the company. Combined with the 5.39% controlled by 10X Capital, internal parties could control a total of 7.41% of CEA Industries. This, along with amendments to internal rules and the poison pill plan, suggests potential coordinated efforts to influence corporate governance.

Market analysts and shareholders are now questioning whether these internal parties constitute an undisclosed “group” under SEC regulations. Under securities law, a “group” is defined as persons acting together for the purpose of acquiring, holding, or exercising control over securities of a company. If so, they would be required to publicly disclose any agreements or understandings among them.

What’s Next

10X Capital has declined to comment on these findings, and regulators have yet to issue an official statement. However, increased scrutiny from shareholders and investors could prompt the SEC to launch an official investigation. YZi Labs emphasizes that transparency is crucial for market stability and shareholder rights.

These revelations not only highlight potential issues at CEA Industries but also raise broader questions about the role of financial entities in the Cayman Islands within the U.S. securities economy. As international capital flows become more complex, ensuring compliance with disclosure regulations is more important than ever.