SCHEDULE: BNB Plus Corp. Ownership Update Filed

KGPLA Holdings LLC and Michael Komaransky amend Schedule 13D to confirm beneficial ownership of 19.99% of BNB Plus Corp. common stock.

Summary

• This filing is an amendment (Amendment No. 1) to a previously filed Schedule 13D concerning BNB Plus Corp. common stock.
• KGPLA Holdings LLC and Michael Komaransky (collectively, the 'Reporting Persons') are the filers.
• The amendment clarifies that a margin loan used to fund the acquisition of Series B-1 Convertible Preferred Stock and Common Warrants was repaid in full on July 30, 2026, by KGPLA's parent.
• No securities of the Issuer are pledged as collateral, and no portion of the purchase price remains financed by borrowed funds.
• As of August 13, 2026, the Reporting Persons beneficially own 1,548,337 shares of Common Stock, representing approximately 19.99% of the outstanding shares.
• This ownership is primarily derived from the conversion of Series B-1 Preferred Stock and is subject to a 19.99% Beneficial Ownership Limitation.
• The total number of shares used for percentage calculation is 7,745,560, comprising 6,197,223 outstanding shares (as of August 12, 2026) plus 1,548,337 shares from the Series B-1 Preferred Stock.
• The Issuer's outstanding share count decreased from previous filings due to stock retirement in May 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily an administrative update to a previous filing, confirming existing beneficial ownership percentages and clarifying fund repayment. No new material events or significant changes in strategy are disclosed.

Positives

• The margin loan used for the acquisition of Series B-1 Preferred Stock and Common Warrants has been fully repaid.
• No securities of BNB Plus Corp. are pledged as collateral for any indebtedness of the Reporting Persons.
• The beneficial ownership percentage of 19.99% remains consistent with previous disclosures, indicating no new significant stake acquisition or dilution from the Reporting Persons' perspective.
• The Issuer's outstanding share count has decreased, which could potentially increase the percentage ownership of existing shareholders if not offset by new issuances.

Negatives

• The filing does not disclose any new positive developments or strategic initiatives for BNB Plus Corp.
• The ownership stake is capped at 19.99%, limiting further potential influence or control by the Reporting Persons without triggering additional disclosure requirements or potential adverse actions.

Risks

• The filing does not explicitly mention new risks, but the continued reliance on preferred stock and warrants for a significant portion of ownership implies potential future dilution or conversion complexities.
• The 19.99% ownership limitation could restrict the Reporting Persons' ability to influence corporate decisions if they wished to increase their stake beyond this threshold.

Future Outlook

The filing does not provide specific forward-looking statements or guidance for BNB Plus Corp. It primarily serves as an update to previous disclosures regarding beneficial ownership and loan repayment.

Management Comments

• The margin loan arrangement with Charles Schwab was repaid in full by KGPLA's parent from its own funds.
• No securities of the Issuer are pledged as collateral for any indebtedness of the Reporting Persons.
• No portion of the purchase price of the securities reported herein remains financed by borrowed funds.
• The Issuer filed a registration statement on Form S-1 with the SEC covering, among other securities, the resale of shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock and exercise of the Common Warrants held by KGPLA.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant beneficial owners of public companies. This amendment is a procedural update, confirming existing ownership levels and clarifying financial arrangements, rather than signaling a new strategic direction or significant change in the company's operational landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: The confirmation of ownership and loan repayment may provide some clarity, but the underlying ownership structure and potential future conversions remain key considerations.
• Creditors: The repayment of the margin loan reduces leverage associated with the acquisition, potentially improving the financial standing of the Reporting Persons.
• Management/Board: The filing confirms the existing significant ownership stake, which is a factor in corporate governance discussions.

Next Steps

• The Issuer has filed a registration statement on Form S-1 for the resale of shares issuable from Series B-1 Preferred Stock and Common Warrants.
• The RRA Amendment extended the deadline for the Issuer to file a registration statement, with a final closing date requirement of July 17, 2026.

Key Dates

Keywords

BNB Plus Corp., Schedule 13D, Beneficial Ownership, KGPLA Holdings LLC, Michael Komaransky, Series B-1 Convertible Preferred Stock, Common Warrants, Registration Rights Agreement