BNB treasury strategy sparks governance battle at CEA Industries

A corporate governance battle is unfolding at the largest publicly traded BNB treasury firm, CEA Industries (BNC), where a leading shareholder is challenging the company's leadership over what it claims is a reversal of its stated strategy.

The dispute pits CEA’s board and asset manager, 10X Capital, against inestment firm YZi Labs (formerly Binance Labs) a shareholder that helped fund the company’s $500 million strategic pivot into digital assets in mid-2025.

YZi, which was a leading backer of CEA’s private investment in public equity (PIPE) financing, now says the company is abandoning the very plan that drew their investment.

Shareholder revolt follows concerns over deviation from BNB-only strategy

The conflict began taking shape in November 2025, after CEA CEO David Namdar reportedly discussed investing in alternative cryptocurrencies, specifically solana SOL$86.59, at an industry event.

YZi argues the investment runs counter to the company’s public commitment to build a single-token treasury anchored in BNB.

BNC currently holds 515,000 BNB worth more than $455 million.

YZi responded by filing a preliminary consent solicitation with the U.S. Securities and Exchange Commission (SEC) on Nov. 27, stating they believe “significant and immediate changes to the composition of the Board of Directors of the Company” are necessary to “address the continued destruction of stockholder value at BNC.”

The firm has accused CEA of mismanagement, strategic inconsistency and poor communication with shareholders. It also alleged conflicts of interest among executives and directors tied to 10X Capital, which manages CEA’s digital asset holdings under a Strategic Services Agreement.

YZi escalated the fight in early December, accusing CEA of considering an “abandonment” of the BNB treasury plan just months after raising half a billion dollars to implement it.

YZi demanded full disclosure of treasury holdings, clear confirmation that BNB assets hadn’t been sold or diverted, and the release of basic financial data that investors would expect from any crypto-focused public company, including real-time dashboards and reporting frameworks.

That public dashboard has since been unveiled, and currently shows the firm still holds over 500,000 BNB purchases at an average price of $855 per token.

The shareholder group also called for a revised governance structure, warning that CEA’s stock had significantly underperformed its peers since the PIPE deal.

Bylaw changes deepen governance standoff

CEA rejected the accusations, but soon moved to protect itself. The board adopted a stockholder rights plan on Dec. 26 that limits any shareholder from acquiring more than 15% of the company’s stock without triggering dilution.

The company also amended its bylaws to add procedural hurdles for shareholder action, including director nominations and written consent processes.

YZi Labs criticized the move as a “stockholder-unfriendly” defense that further entrenched the board. It reiterated its call for new, independent directors who would hold management accountable and return the company to its stated mission.

As of the first week of the year, CEA still had not scheduled its 2025 annual shareholder meeting, which traditionally would have taken place by mid-December.

Often referred to as Zhao’s family office, YZi Labs is an investment vehicle focusing on startups in Web3, AI, and biotech. The company, in October, introduced a $1 billion fund for projects on the BNB Chain.