YZi Labs, led by Binance founder Changpeng "CZ" Zhao, has initiated a campaign to revamp the board of CEA Industries (BNC), a publicly listed BNB treasury company. This move comes in response to a dramatic 92% drop in BNC’s share price since July. The firm has submitted a consent statement to the U.S. Securities and Exchange Commission (SEC), seeking shareholder approval for several measures: expanding the board, electing new directors nominated by YZi Labs, and reversing bylaw amendments made since July. This action highlights mounting dissatisfaction with BNC’s performance, especially given that its main asset, BNB, reached a record high of $1,369 in October before declining to $829.
Holding a 5% stake in BNC and having participated in a $500 million private investment in public equity (PIPE) earlier this year, YZi Labs contends that the current board lacks the necessary skills to tackle operational and governance challenges. The SEC filing criticizes CEO David Namdar and other leaders for poor communication with investors, limited marketing, and potential conflicts of interest—such as promoting other digital asset treasuries while overseeing BNC. After shifting its focus from vape manufacturing to BNB treasury management, BNC’s stock soared to $82.88 in July but has since plummeted to $6.47, resulting in a significant discount compared to its net asset value.
The SEC documents point to ongoing problems, including late regulatory filings and unclear reporting on BNC’s cryptocurrency reserves. YZi Labs argues that these issues have undermined investor trust and contributed to the stock’s steep decline. Their proposals aim to bring in directors with proven experience to improve oversight and better align the company’s results with its BNB holdings. Shareholders are being asked to vote using a white card, with YZi Labs stressing the need for swift action to protect shareholder value.
BNC’s difficulties are indicative of wider obstacles faced by digital asset treasury (DAT) firms, which attempt to connect traditional finance with the crypto sector. Although BNB has gained 17.8% so far this year, BNC’s shares have not kept pace, raising concerns about the effectiveness of DATs as investment vehicles. Experts suggest that the success of such firms depends on their ability to generate cash flow and navigate regulatory uncertainties—challenges that persist amid economic headwinds and ongoing SEC scrutiny of crypto-related exchange-traded funds.
The result of YZi Labs’ efforts could significantly alter BNC’s leadership and serve as a model for shareholder activism in the DAT industry. If the proposed changes are approved, YZi Labs would gain considerable influence over the board, potentially steering the company in a new direction. As of now, CEA Industries has not issued a public response, and the identities of YZi Labs’ board nominees have not been revealed. This unfolding situation highlights the unpredictable relationship between cryptocurrency markets and traditional stocks, as institutional investors grapple with the challenges of tokenized assets and corporate governance.