Binance co-founder Changpeng “CZ” Zhao, through YZi Labs, is pushing for a board expansion and management changes at CEA Industries (BNC), a publicly traded BNB treasury firm, to address underperformance and restore shareholder value amid a 92% stock drop since July 2025.
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YZi Labs filed a consent statement with the SEC urging shareholders to support new directors with crypto expertise.
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The proposal aims to repeal conflicting bylaws and improve oversight of operations lacking timely investor updates.
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BNC shares have fallen over 92% to $6.47, underperforming BNB’s value which hit an all-time high of $1,369 in October 2025.
CZ Zhao’s YZi Labs targets BNC management overhaul: Board expansion, new nominees to fix stock slump. Act now for better governance in BNB treasury—read details and implications for investors.
What Changes Is CZ Zhao Proposing for BNC Management Through YZi Labs?
CZ Zhao, the co-founder of Binance, is backing YZi Labs’ efforts to overhaul the management and board at CEA Industries Inc. (BNC), a publicly traded firm managing a BNB treasury. The investment firm filed a consent statement with the U.S. Securities and Exchange Commission (SEC) on November 27, 2025, calling for an expansion of the board of directors to include experienced nominees from YZi Labs. This move seeks to tackle the company’s stock price underperformance, operational shortcomings, and lack of transparent communication with investors.
Why Is YZi Labs Challenging BNC’s Current Leadership?
YZi Labs, holding approximately 2.1 million shares—about 5% of BNC’s outstanding shares valued at around $14 million—participated in the firm’s $500 million private investment in public equity (PIPE) earlier in summer 2025, recognizing the potential of a listed BNB treasury vehicle. However, concerns arose shortly after the treasury plan’s unveiling, with representatives contacting board director Hans Thomas about delayed investor updates and minimal media engagement. The filing details over a dozen outreach attempts, including direct discussions with CEO David Namdar regarding his divided attention between BNC and other digital asset treasuries (DATs).
According to the SEC filing, Namdar and Thomas allegedly promoted and sought funding for competing DATs in September and November 2025, despite their roles at BNC. This has contributed to the firm’s poor performance, the statement claims, as BNC’s shares plummeted more than 92% from a July high of $82.88 to $6.47 by late November 2025—a 10% drop on that Monday alone. In contrast, BNB, the core asset in BNC’s treasury, reached a record $1,369 in October before declining nearly 40% to $829, still outperforming the stock.
“We believe the current board is in critical need of additional directors with the knowledge and experience to effectively oversee management, address the company’s stock price underperformance and operational issues, and restore investors’ faith in the company,” the filing states. YZi Labs emphasizes that strong governance and experienced oversight are vital, as echoed in their public announcement: “As a long-term partner to the investors in our network, we believe strong governance, transparent communication, and experienced oversight are essential.”
Frequently Asked Questions
What Is the Role of YZi Labs in the BNC Consent Solicitation?
YZi Labs, an investment firm associated with Binance co-founder CZ Zhao, initiated the consent solicitation by filing a preliminary statement with the SEC. It targets all BNC shareholders, providing a white consent card for them to approve board expansion, elect nominees, and repeal bylaws not in place at filing in July 2025. This aims to prevent further shareholder value erosion through better leadership.
How Has BNC’s Stock Performed Compared to BNB Since the PIPE Deal?
Since the $500 million PIPE closed in summer 2025, BNC shares have dropped over 92% from $82.88 to $6.47, despite BNB surging to an all-time high of $1,369 in October. Even with BNB’s subsequent 40% decline to $829, it continues to outperform BNC’s stock, highlighting management issues according to the filing.
Key Takeaways
- Board Expansion Push: YZi Labs seeks to add directors with crypto expertise to oversee BNC’s operations and reverse its 92% stock decline.
- Alleged Conflicts of Interest: CEO David Namdar and director Hans Thomas are accused of promoting rival digital asset treasuries, dividing their focus from BNC.
- Urgent Shareholder Action: Investors are encouraged to sign the consent card immediately to implement changes and maximize BNB treasury value.
Conclusion
The consent statement from YZi Labs underscores the pressing need for a BNC management overhaul led by figures like CZ Zhao, aiming to inject expertise into the board and address operational lapses at CEA Industries. With BNC’s shares lagging far behind BNB’s performance, these proposed changes could restore investor confidence and align leadership with the firm’s institutional potential. As the crypto market evolves, shareholders should monitor this solicitation closely and consider supporting reforms to safeguard their interests in the BNB treasury space.
