YZi Labs, an investment vehicle backed by Binance co‑founder Changpeng Zhao, escalated a shareholder campaign against CEA Industries over the management of its BNB treasury and alleged corporate mismanagement. The move prompted a consent solicitation with the SEC and immediate defensive measures from CEA that have shaken investor confidence.
YZi has taken formal steps to reshape the company’s governance, filing a preliminary consent statement with the SEC to solicit written shareholder approvals to expand the board and appoint its own nominees. The move is designed to sidestep a delayed annual meeting and, according to YZi, accelerate much-needed oversight reforms.
Alongside the board push, the firm is calling for the reversal of recent bylaw amendments, arguing they introduce excessive procedural barriers that restrict shareholders’ ability to act and should therefore be rolled back.
At the same time, YZi is pressing for full transparency around the company’s treasury, demanding explicit confirmation that BNB holdings were neither sold nor diverted, as well as the implementation of real-time dashboards and stronger reporting standards.
The group is also urging management to recommit publicly to a BNB-focused strategy, claiming leadership has explored exposure to other crypto assets and insisting on a clear return to an exclusively BNB-based treasury policy.
CEA’s board adopted a 15% stockholder rights plan that would allow existing shareholders (excluding any hostile acquirer) to buy additional shares at a 50% discount if an individual or group crosses the 15% threshold. YZi characterized the move as entrenchment; CEA framed it as a temporary protective measure.
Market impact and broader implications for BNB treasuries
Management also amended bylaws to tighten nomination and written‑consent procedures and postponed the 2025 annual meeting beyond its customary December anniversary. Those steps, combined with the proxy fight, have raised several tangible risks: dilution if the rights plan is triggered, rising legal and advisory expenses, operational distraction from core treasury management, impaired access to capital, and reputational damage that can depress valuation independently of BNB token performance.
CEA is a prominent institutional holder of BNB, and the dispute has been cited as a factor behind recent pullbacks in the token’s market price. Corporate governance conflicts at large treasury holders can transmit to market sentiment and price stability; in this case, uncertainty about whether CEA will remain BNB‑centric or diversify has amplified that effect.
YZi Labs has described the board’s tactics as “stockholder‑unfriendly,” and investors are watching how the consent solicitation, potential director elections and any ensuing legal challenges will play out. The outcome will influence not only CEA’s leadership but also confidence in BNB‑backed treasury models and the valuation of companies that hold concentrated crypto treasuries.
Investors and treasuries managers are now focused on the SEC consent solicitation and any upcoming shareholder votes, which will serve as the decisive test of whether CEA can preserve its current strategy and governance structure or will be forced into a new course that reshapes its role in the BNB ecosystem.
