YZi Labs v/s CEA Industries: CZ’s YZi Labs Take On Failing BNB Treasury Bet

A high-stakes governance dispute has broken out inside a crypto-linked treasury play, pulling classic Wall Street tactics into a digital-asset story.

On 5 January 2026, Changpeng Zhao’s family office, YZi Labs, said it is reviewing recent decisions by CEA Industries after the Nasdaq-listed firm, now trading as BNC, put in place a stockholder rights plan and tightened its written-consent rules.

Both moves came as YZi pressed for changes to the board.

The fight is not about ideology. It’s about whether the company has delivered on its strategy.

CEA pitched its 2025 plan as a means to transform the firm into a listed entity that would establish a substantial BNB treasury.

Governance Battle Alert: YZi Labs vs CEA Industries.

YZi Labs is pushing back against "poison pill" defenses and entrenchment tactics. The core of the dispute? A potential shift toward Solana assets.

Activist investors are no longer just looking at balance sheets—they’re…

— BTC News 2 Trade (@btcnews2trade) January 6, 2026

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What Is YZi Labs Accusing CEA’s Board of Doing With the Poison Pill?

According to Nasdaq, it secured a $500M private placement, with the option to raise the total to $ 1.25 B if all warrants are exercised.

But the stock hasn’t held up. BNC closed near $6.41 on January 5, far below its 52-week high of $82.88. That’s a drop of about -92%.

BNB, meanwhile, traded around $912 over the same period.

In its statement, YZi described the new measures as “stockholder-unfriendly actions,” saying that the board is choosing protection over accountability.

The firm argues the company should focus on restoring shareholder rights and giving clearer insight into net asset value and overall strategy.

YZi has moved through a consent solicitation to push for changes to the board and governance structure. It has cast the effort as a basic rights issue, especially after the sharp loss in equity value.

CEA’s board has offered a different view. In a filing with the SEC, the company said the rights plan is a standard tool used to stop any group from gaining control without paying a fair premium.

Also, it noted that YZi’s group reported a 7.0% stake, along with warrants that could increase its position significantly if exercised.

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How Could Upcoming SEC Filings Shape The Outcome Of The Dispute?

The rights plan would take effect if any unapproved investor passes a 15% stake. Once triggered, other shareholders would be able to buy stock at a 50% discount.

The updated bylaws also add new steps for consent solicitations, including a required record date and a 60-day window to finish the process.

The company has pushed back on YZi’s wider criticism.

BNC said it is still committed to its BNB treasury strategy and reported holdings of 515,554 BNB valued at roughly $464.6M as of Dec. 4, based on figures from its own dashboard.

YZi rejects that view. It says several shareholders worry the company is drifting from its stated plan and that the new governance measures could make it harder to hold leadership responsible for performance.

For public markets, the clash offers an early test of how crypto-treasury strategies hold up under pressure.

Token exposure is easy to measure, but the stock’s performance depends on governance, disclosure, capital structure, and how willing a board is to accept or push back against shareholder demands.

The next markers are close. Investors are waiting for BNC to set the date for its 2025 annual meeting, along with the next wave of SEC filings from both sides.

Each camp is now competing for votes and for control of the story investors choose to trust.

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