CEA Industries (BNC) involved in investor lawsuit, Director Hans Thomas accused of fraud

CEA Industries (BNC) Involved in Investor Lawsuit; Director Hans Thomas Faces Fraud Allegations

By BlockBeats

CEA Industries (more familiar to many traders by its stock ticker BNC) has recently become the focus of controversy. Over the past year, the stock experienced extreme volatility, soaring above $30 at one point, then rapidly falling back to the mid-$3 range.

Now, the dispute has moved beyond discussions on X platform or investor communities, escalating into a public conflict involving corporate governance and capital structure.

The first to raise concerns was YZi Labs. The organization publicly demanded that 10X Capital and CEA Director Hans Thomas disclose their beneficial ownership positions in CEA Industries and questioned whether they had fulfilled their disclosure obligations under the Securities Exchange Act. It’s important to note that this challenge was not about legal ownership rights but focused on whether the holdings crossed the thresholds requiring beneficial ownership disclosures to the U.S. Securities and Exchange Commission (SEC).

Subsequently, the controversy evolved into a formal lawsuit.

On February 24, 2026, investor Abraham Gomez filed a lawsuit against CEA Industries and Hans Thomas in Tulare County Superior Court, alleging fraud, promissory estoppel, unjust enrichment, and quantum meruit claims.

According to the complaint, Gomez is not an ordinary investor. He initially proposed an investment of up to $100 million, which would have made him one of the largest shareholders. CEA ultimately did not accept the full amount, and Gomez actually invested $14 million.

The allegations in the complaint have attracted attention not only because Gomez suffered losses but also because he accuses CEA Industries and its directors of using investor funds, resources, and reputation to support company operations without fulfilling their promises.

The complaint states that after making his initial investment, Gomez visited CEA’s office to learn about the company but found it in a near “operational vacuum.” The document describes that at that time, the company had no CFO, no COO, lacked an operational team, marketing team, investor relations or PR functions, no funds management system, no registered domain name, and even no functioning website.

For most investors, such conditions would likely prompt immediate withdrawal. However, Gomez chose to continue investing, partly out of support for CEO David Namdar (a long-time friend), and partly to protect his already invested capital.

Therefore, he did not remain a passive shareholder but actively participated in company affairs.

The complaint states that during a weekend in August 2025, Gomez led the drafting and release of two press releases. According to the lawsuit, this move quickly boosted market sentiment: CEA’s stock price rose from $17.10 on August 8, 2025, to $27.34 on August 11, a nearly 60% increase.

In the following months, Gomez and his team continued assisting the company in building infrastructure, including website development, PR and media communication, and external outreach.

The core dispute centers on an investment arrangement proposed by Hans Thomas.

Gomez claims that around August 11, 2025, Thomas suggested that if Gomez invested an additional $3 million, he would receive $4 million worth of CEA stock. The complaint also states that before making this proposal, Thomas asked CEO David Namdar to leave the room temporarily.

Gomez says he transferred the extra $3 million based on this promise.

However, the stock value ultimately delivered was only worth $3 million, and the remaining $1 million worth of stock was never issued. This unfulfilled promise of shares forms a key basis for the fraud and promissory estoppel claims.

More critically, the complaint states that Thomas did not deny the promise when questioned face-to-face. It cites a WhatsApp message from September 29, 2025, where CEA director Alex Monje discussed the shares owed to Gomez, and Thomas confirmed Gomez should receive an additional $1 million worth of stock. In other words, he had written confirmation of this obligation but ultimately failed to deliver.

The lawsuit emphasizes that this is not merely a dispute over fees.

Gomez claims that he and his team provided consulting and operational support valued at millions of dollars, which the company knowingly accepted and benefited from.

According to the complaint, Thomas had agreed to pay Gomez $250,000 per month for strategic consulting, marketing, operations, and business support. However, Gomez states that after several months of work, the company only paid a partial $50,000, mainly described as vendor reimbursements rather than consulting fees.

He calculates that he was owed unpaid consulting fees and unreimbursed service costs.

His total losses exceed $2.75 million, including $1 million in unissued stock and seven months of unpaid consulting fees.

The complaint also questions CEA’s vendor expenses.

It states that the company paid over $4 million to a certain advertising vendor within one month, and reportedly continued paying the same vendor over $4 million monthly afterward.

In this context, a company that allegedly pays millions monthly to third-party vendors but refuses to pay a single investor who claims to have built its foundational operations raises further concerns.

Meanwhile, Hans Thomas’s role adds sensitivity to the dispute. As a director of CEA and a core figure at 10X Capital, he is at the intersection of corporate governance, capital market strategy, and vendor relationships. For some external investors, this concentration of power could pose governance risks.

A broader investor perspective is gradually forming.

Many believe that PIPE (Private Investment in Public Equity) financings in some structures resemble a “final destination” rather than a starting point for growth. Their economic incentives are mainly driven by completing deals, raising funds, and earning transaction fees, with long-term shareholder returns taking a backseat.

Looking back at several SPAC deals involving 10X Capital—such as REE, African Agriculture, and VCXB—critics note that these projects performed poorly after going public, leading some investors to question whether these structures rely more on transaction fees than sustainable operational performance.

Additionally, these structures have sparked discussions about potential conflicts of interest.

In models like BNC, board seats, compensation arrangements, vendor relationships, and capital market strategies are often concentrated among founders, related directors, and management, with limited independent oversight to protect public shareholders’ interests.

For many shareholders, the concern is not just about this lawsuit itself but the overall picture emerging: an influential investor alleging unfulfilled equity commitments, unpaid service fees, a public disclosure request from an institutional investor, and a company experiencing wild stock swings and governance disputes.

Now, a formal legal challenge has arisen.

Beyond all governance and incentive structure debates, one fact is clear: a key investor has officially accused the company of fraud in court.

The case is titled: Abraham Gomez v. CEA Industries, Inc. and Hans Thomas.