SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KGPLA Holdings LLC

(Last)

(First)

(Middle)

10830 SW 69 AVE

(Street)

PINECREST

FLORIDA

33156

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2026

3. Issuer Name and Ticker or Trading Symbol
BNB PLUS CORP. [ BNBX ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-1 Convertible Preferred Stock	05/28/2026	⁽¹⁾	Common Stock	2,380,953	⁽²⁾	D
Series F Warrants	05/28/2026	05/28/2029	Common Stock	2,380,953	$0.76	D

Explanation of Responses:

1. The Series B-1 Convertible Preferred Stock has no expiration date.

2. The Series B-1 Convertible Preferred Stock is convertible solely at the option of the holder, subject to any applicable beneficial ownership limitations. The Reporting Person's ability to convert the Series B-1 Preferred Stock into Issuer Common Stock is subject to a 19.99% beneficial ownership limitation. Upon conversion, the Reporting Person is to receive a number of shares of Issuer Common Stock determined by dividing the liquidation preference of the converted preferred shares by the applicable conversion price, initially resulting in a one-for-one conversion ratio, subject to customary anti-dilution adjustments.

	KGPLA HOLDINGS LLC, by /s/ Michael Komaransky, Manager	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Kgpla Holdings Llc