The Proxy Battle for the ‘MicroStrategy of BNB’
YZi Labs, the family office managing the wealth of Binance founder Changpeng “CZ” Zhao, has filed a preliminary consent statement with the SEC to oust the board of CEA Industries (Nasdaq: BNC). The filing marks a formal escalation in the dispute over the company’s $500 million treasury, which controls approximately 515,000 BNB.
The conflict stems from a strategic divergence. YZi Labs, which led the private placement to transform CEA into a BNB-holding vehicle, alleges the current board has reneged on its mandate. Tensions peaked after CEA CEO David Namdar suggested diversifying the treasury into Solana (SOL), a move YZi claims dilutes the company’s value proposition as a pure-play BNB proxy.
Poison Pills and Governance Gridlock
CEA’s board recently adopted a Shareholder Rights Agreement, commonly known as a “poison pill”, triggered if any entity acquires more than 15% of outstanding stock. YZi Labs currently holds a significant stake following its capital injection last August. The firm argues this defensive measure is designed solely to entrench current management and prevent shareholders from voting on the board’s composition.
The Board’s adoption of the Poison Pill… is a transparent attempt to insulate themselves from accountability and disenfranchise stockholders.
In its filing, YZi Labs seeks to expand the board and install its own directors to enforce a strict BNB-only treasury mandate. The firm also accused CEA of delaying its annual shareholder meeting to avoid a reckoning on the issue.
Market Reaction
Shares of CEA Industries (BNC) have been volatile, trading around $10.00 as the governance uncertainty weighs on the stock despite BNB hitting record highs above $1,300. The discount to Net Asset Value (NAV) has widened, a discrepancy YZi Labs attributes to “eroded investor confidence” in the current leadership’s commitment to the original thesis.
