YZi Labs, linked to Binance co-founder Changpeng “CZ” Zhao, has initiated a written-consent campaign to overhaul the board of CEA Industries (NASDAQ: BNC), which pivoted into a BNB treasury. The push follows a 90–92% market collapse and a reported 0.79x NAV discount that YZi Labs argues reflects governance and operational shortcomings. Disclosing roughly a 5% stake, the firm has filed with the SEC seeking immediate governance changes aimed at stabilizing performance and restoring confidence.
Activist Pressure for Governance Reform
YZi Labs filed a consent statement with the U.S. Securities and Exchange Commission proposing to expand BNC’s board, rescind bylaw amendments enacted since July, and install its own slate of nominees. The written-consent mechanism allows YZi Labs to bypass a traditional shareholder meeting if a majority of outstanding shares agree, potentially accelerating a change in control. Framing the move as corrective, the firm cites operational delays, weak investor communication, and governance failures as drivers of value destruction that it seeks to remedy through refreshed oversight.
BNC’s transformation into what it describes as the world’s largest publicly listed BNB treasury followed a $500 million private investment in public equity (PIPE) and an initial share surge of more than 600%. From a peak near $57.59, the stock fell to $6.47 as underperformance persisted relative to BNB itself, underscoring a widening disconnect between the token’s resilience and the company’s valuation. The 0.79x NAV discount further reflects doubts about the realizability of underlying assets or management effectiveness.
Allegations of lapses in investor relations — including an incomplete investor-relations site and delayed filings — have intensified scrutiny. Concerns deepened as executives tied to 10X Capital and CEO David Namdar were accused of promoting rival ventures while BNC’s performance deteriorated, raising questions about stewardship and strategic focus.
YZi Labs presents its intervention as part of a broader plan to professionalize BNB-linked public vehicles and expand institutional adoption of BNB. The firm argues that gaining greater influence over BNC would allow governance reforms aimed at realigning market valuation with asset backing and restoring investor confidence through improved strategy and accountability.
For institutional treasuries and traders, the episode underscores governance risks embedded in public crypto treasuries. Misalignment between asset performance and corporate oversight can produce steep NAV discounts and amplify liquidity pressures, motivating more assertive shareholder activism across digital-asset firms.
The dispute now serves as a test of whether active shareholder intervention can close a widening NAV gap and rebuild trust in a public BNB treasury without triggering further market disruption.