YZi Labs has launched a formal consent solicitation to overhaul CEA Industries Inc. (NASDAQ: BNC) after a sharp stock collapse and valuation discount to NAV. The move targets governance failures tied to the company’s pivot into large BNB reserves and follows a 92% decline in BNC’s share price and a valuation near 0.79x NAV. The solicitation, filed with the U.S. Securities and Exchange Commission, centers on leadership changes and improved transparency around the BNB treasury.
Governance Clash Over BNB Treasury Management
CEA Industries converted from an environmental-control firm into a U.S.-listed digital-asset treasury anchored in BNB and rapidly expanded its token reserves. Reported holdings rose from 388,888 BNB to 418,888 BNB and later to 480,000 BNB, with combined crypto and cash assets reaching $663 million. Despite this accumulation, the stock trades at a steep discount to NAV and reflects a 92% drawdown from its July peak.
YZi Labs frames these figures as evidence that the BNB-treasury strategy has not translated into market confidence or reliable execution. The filing alleges delayed regulatory submissions, opaque communications about reserves, and bylaw amendments that entrench current management rather than protect shareholder value. Rebranded from Binance Labs, the investment vehicle associated with Changpeng “CZ” Zhao argues that the company’s disclosure and operational lapses have contributed directly to the valuation gap.
Conflict-of-interest concerns involving 10X Capital, the firm managing aspects of BNC’s digital-asset treasury, are also highlighted. YZi Labs seeks to expand the board and elect new directors committed to stronger oversight, transparency and strategic execution. The objective is to reverse the NAV discount by restoring timely disclosures, reversing contested governance changes and reinforcing stewardship of the token reserves.
YZi Labs has outlined a broader institutional agenda alongside this intervention, including a reported $1 billion Builder Fund to support projects across Web3, AI and biotech. Its campaign positions the dispute as both a company-specific governance challenge and a signal about expectations for how BNB-focused corporate treasuries should operate. Success could set a precedent for activist interventions in publicly listed crypto-treasury companies.
Conversely, failure to secure shareholder support would leave the market discount and governance concerns unresolved. Such an outcome could heighten fiduciary-risk concerns for institutions evaluating similar structures and preserve uncertainty around whether the current treasury model can earn public-market trust.
The immediate next milestone is the outcome of the consent solicitation and any resulting shareholder or regulatory disclosures that clarify control of CEA’s board and treasury operations. The episode will test whether aggressive investor stewardship can restore confidence in digital-asset treasuries or whether deeper structural reforms are required.