YZi Labs filed a consent solicitation with the U.S. Securities and Exchange Commission on Nov. 27, 2025, seeking to replace the board of CEA Industries (BNC), the publicly listed company that rebranded into a BNB treasury. The activist investor holds roughly 5% of BNC and aims to unwind recent bylaw changes and install new directors to address what it calls persistent governance and disclosure failures.
YZi Labs Targets Deepening Discount and Governance Concerns
YZi Labs made its move after a widening gap between BNC’s market price and its underlying asset value. BNC’s stock fell an estimated 89–92% from a July 2025 peak of $57.59, leaving the company trading at roughly 0.79x–0.8x mNAV in early December 2025. Ella Zhang, head of YZi Labs, said the firm believes “BNC’s poor performance is directly due to weak strategic execution, insufficient investor communication, and a lack of effective oversight.” The filing also accuses management of delayed SEC reports and inconsistent public disclosures on treasury data and NAV, which YZi Labs argues has trapped shareholder value.
CEA Industries began as a controlled-environment-agriculture company and pivoted in 2025 to become BNC, a BNB treasury vehicle backed by a $500 million private placement and a $500 million PIPE. The firm held 480,000 BNB valued at $663 million as of October 2025 and later increased its holdings to 515,054 BNB. BNB reached an all-time high of $1,369 in October 2025 before dropping to about $829 in early December, a mismatch that highlights the widening disconnect between the token’s performance and BNC’s depressed share price. The company also announced a $250 million stock repurchase program, which activists say has failed to close the NAV discount.
YZi Labs seeks to expand the board, remove recent bylaw amendments, and place its nominees via a white consent card addressed to shareholders. The filing frames the action as an accountability measure rather than a hostile attack on BNC’s strategic direction. It also alleges conflicts of interest involving senior figures — including CEO David Namdar, director Hans Thomas, and former 10X Capital executive Russell Read — accusing them of promoting other treasury ventures while overseeing BNC’s assets.
YZi Labs itself has rebranded from Binance Labs and now manages the founder’s investment activities, including a $1 billion Builder Fund and partnerships with 10X Capital to seed new BNB treasury companies. For traders and institutional treasuries, the dispute underscores key operational risks: disclosure lapses can prolong NAV discounts, governance fights may influence token allocation, and perceived conflicts elevate regulatory and fiduciary concerns.
The YZi Labs campaign frames the BNC episode as a test case for listed digital-asset treasury governance and investor protections. The outcome of the consent solicitation and any resulting shareholder votes will shape how markets evaluate and monitor companies holding large crypto treasuries.