YZi Labs Escalates Battle with CEA Industries and 10X Capital Over BNB Treasury Pivot and Governance Concerns

YZi Labs, backed by Binance founder Changpeng "CZ" Zhao - has intensified its campaign against CEA Industries (NASDAQ: BNC), accusing the company's board and asset manager 10X Capital of undermining shareholder value through alleged threats to abandon its BNB-focused treasury strategy in favor of alternatives like Solana. This dispute highlights growing tensions in digital asset treasuries (DATs), where public companies are increasingly adopting cryptocurrencies as reserve assets, but governance and strategic alignment issues are sparking investor backlash.

Background on the BNB Treasury Launch

CEA Industries, formerly a controlled environment agriculture firm, pivoted dramatically in July 2025 by raising $500 million in a private placement led by YZi Labs and 10X Capital to establish itself as the world's largest publicly listed BNB treasury company. The move positioned BNC as a regulated gateway for institutional investors into the BNB Chain ecosystem, with 10X Capital appointed as the asset manager to oversee the treasury, which reportedly holds around 515,000 BNB (valued at approximately $465 million at the time).

The stock surged over 600% initially, but has since plummeted 87% from its highs amid the escalating conflict.

YZi Labs championed the initiative, emphasizing BNB's potential as a treasury asset and committing to support partners that align with the ecosystem's growth.

However, just months later, the partnership has soured, with YZi now leading a charge to overhaul CEA's board through a consent solicitation process.

Threats to Ditch BNB for Solana

On December 3, 2025, YZi Labs issued a formal notice to 10X Capital, warning CEA shareholders of "value-destructive actions" by the asset manager. According to YZi, credible intelligence indicates that 10X has pressured CEA to abandon its BNB treasury strategy and redirect investments toward competing cryptocurrencies, notably Solana. This pivot would contradict explicit commitments made during the $500 million financing round, where BNB was positioned as the primary reserve asset.

YZi further accuses CEA's CEO David Namdar and director Hans Thomas of engaging in promotional and capital-raising activities for rival DAT projects, which misalign with the company's BNB focus and raise concerns about conflicts of interest. In a public statement, YZi highlighted Namdar's alleged comments at a November 2025 industry conference, where he reportedly discussed exploring assets like Solana as alternatives.

CEA responded on December 4, 2025, reaffirming its commitment to the BNB DAT strategy and denying any plans to switch tokens or launch competing ventures. However, YZi dismissed this as misleading, pointing to the lack of transparency, including no public dashboard for treasury holdings and poor governance practices.

Governance Disputes: Poison Pill and Bylaw Changes

The conflict has expanded beyond the treasury strategy to CEA's corporate defenses. YZi Labs filed with the SEC on January 5, 2026, challenging the company's adoption of a "poison pill" shareholder rights plan and amendments to its bylaws that restrict actions by written consent. These measures, described by YZi as "stockholder-unfriendly" and entrenching the current board, impose unnecessary burdens beyond Nevada state law and could degrade voting rights, potentially exposing directors to liability for breaching fiduciary duties.

Additionally, CEA has delayed its 2025 annual meeting past the typical December deadline, which YZi labels as "manipulative behavior" to avoid shareholder votes on board composition. YZi is pushing for an expansion of the board and the election of a new slate of directors to restore alignment with shareholder interests and the BNB ecosystem.

In a statement shared with media, a YZi spokesperson emphasized:

“Our top priorities are to protect CEA Industries (BNC) shareholder rights and to promote the integrity and the value of the BNB ecosystem.”

Implications for Crypto Markets and Investors

This boardroom battle underscores the risks and rewards of crypto treasuries in public companies. For BNB holders, locking up 0.5% of the total supply (515,000 BNB) could drive long-term demand and legitimacy, but short-term drama may fuel volatility. If YZi succeeds in its consent vote, it could enforce greater transparency and strengthen BNC as a premier regulated BNB vehicle.

Conversely, a shift toward Solana could signal broader diversification trends in DATs, potentially benefiting Solana's ecosystem amid its own growth narratives. However, such a move risks diluting BNC's value and alienating BNB-focused investors.

For BNC shareholders, the ongoing strife has already eroded value, with the stock in freefall. Analysts note that resolving the dispute in favor of YZi could position BNC as "the best regulated BNB play on earth," but failure might lead to further dilution and operational lapses.

As of January 8, 2026, neither CEA nor 10X Capital has issued further responses to YZi's latest filings. The outcome of this proxy fight could set precedents for governance in crypto-integrated public entities, drawing scrutiny from regulators and the broader market. Investors are advised to monitor SEC updates and official statements closely.