BNB Plus Corp 2024年度报告

Washington, D.C. 20549 FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended September 30, 2025☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____Commission File Number001-36745BNB PLUS CORP.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒ Emerging growth company☐ If an emerging growth company, indicate by a check mark if the registrant has elected to not use the extended transition period of complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).☐Yes☒No The aggregate market value of the Registrant’s voting and non-voting common stock held by non-affiliates of the Registrant, based upon the last saleprice of the common stock reported on The Nasdaq Stock Market as of the last business day of the Registrant’s most recently completed secondfiscal quarter (March31, 2025), was approximately $10.5 million. Shares of the Registrant’s common stock held by each executive officer anddirector and by each entity or person that, to the Registrant’s knowledge, owned 10% or more of the Registrant’s outstanding common stock as ofMarch31, 2025 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is notnecessarily a conclusive determination for other purposes. As of December 15, 2025, the Registrant had outstanding 4,365,541 shares of common stock, par value $0.001 per share. TABLE OF CONTENTS PARTI ITEM1.BUSINESS5ITEM1A. RISK FACTORS18ITEM1B. UNRESOLVED STAFF COMMENTS51ITEM 1C CYBERSECURITY51ITEM2.PROPERTIES52ITEM3.LEGAL PROCEEDINGS52ITEM4.MINE SAFETY DISCLOSURES52 ITEM5.MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES53ITEM6.RESERVED53ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS53ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA63ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE64ITEM9A. CONTROLS AND PROCEDURES64ITEM9B. OTHER INFORMATION65ITEM9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS65 ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE66ITEM11. EXECUTIVE COMPENSATION70ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS75ITEM13.CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS,ANDDIRECTORINDEPENDENCE77ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES78 ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES79ITEM16.FOR