Why is YZi Labs trying to change the board of CEA Industries?

YZi Labs is attempting to expand the board of directors at CEA Industries Inc. in order to have more influence over the company’s operations. Shareholders are currently unable to vote or submit consents as the filing remains under review by the SEC.

In July 2025, YZi Labs raised $500 million in a private placement (PIPE) to build the world’s largest corporate BNB treasury. However, by December 2025, YZi Labs accused the company’s asset manager, 10X Capital and BNC management of privately attempting to shift away from the BNB-only strategy and include other cryptocurrencies, such as Solana (SOL). 

Expanding the Board of Directors at CEA Industries ensures that YZi Labs can nominate people who align with their vision for the company’s future. 

Why is YZi Labs trying to change the board of CEA Industries?

YZi Labs Management Ltd. has filed a revised preliminary consent statement with the Securities and Exchange Commission (SEC). The group is attempting to expand the size of the Board of Directors at CEA Industries and to place specific nominees into those new positions.

CEA Industries is a company that provides engineering and technology for indoor farming. The company rebranded as the BNB Network Company (BNC) in order to become a digital asset treasury (DAT), holding Binance Coin (BNB) as its primary reserve, similar to how other companies hold Bitcoin. 

In July 2025, YZi Labs raised $500 million in a private placement (PIPE) that BNC was to use the capital to build the world’s largest corporate BNB treasury. By August, the company had acquired over 515,000 BNB, worth nearly $465 million at the time.

However, by December 2025, YZi Labs issued a formal notice accusing the company’s asset manager, 10X Capital and BNC management of privately attempting to shift away from the BNB-only strategy and include other cryptocurrencies, such as Solana (SOL). 

The fallout caused BNC’s stock to drop approximately 87% from its post-announcement highs. 

Most recently, in the latest episode of the fallout, the YZi Labs Team released a “BNC Shareholder Update” to thank investors for being proactive. They confirmed that the revised filing is currently under review by the SEC and explained that shareholders cannot vote or submit any consent forms at this time. Investors must wait for official updates on the timing of the vote once the SEC finishes its review process.

Expanding the Board of Directors at CEA Industries ensures that YZi Labs can nominate people who align with their vision for the company’s future. The group is led by Changpeng Zhao, who is the sole director of YZi Labs Management. 

Other participants include Max Baucus Sieben (a former U.S. Senator and Ambassador), David James Chapman, and Matthew Roszak. 

What is going on between YZi Labs and CEA Industries?

Beyond Changpeng Zhao and Max Baucus, the group includes Jiajin He, who is deemed to beneficially own over 2 million shares. Alex Odagiu is also listed as a participant with a smaller shareholding. Other named participants include Marie Teresa Goody Guillené and Ling Zhang.

Currently, YZi Labs Management directly owns 2,150,481 shares of common stock. However, they hold millions of shares through different types of warrants, including approximately 7.7 million Pre-Funded Warrants, 9.9 million Stapled Warrants, and 3.5 million Strategic Advisor Warrants.

Under the Beneficial Ownership Limitation, YZi Labs cannot exercise these warrants if doing so would give it more than 4.99% of the company’s total shares, forcing the group to use a different method to influence the company’s governance.

The status of the filing is currently preliminary. The SEC must review the language to ensure it follows all legal requirements for soliciting shareholder consents. Once the SEC is satisfied, YZi Labs will distribute a “WHITE consent card” to shareholders so they can officially vote for or against the board expansion and the new nominees.

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