YZi Labs has launched a formal boardroom challenge against CEA Industries (BNC), the publicly traded company that positioned itself as the world’s largest BNB treasury. Holding roughly 5% of BNC, YZi Labs filed an SEC consent solicitation after citing a 92% share-price collapse and a 0.79x NAV discount as evidence of management failure and governance breakdown.
Activist Pressure on BNC’s Treasury Governance
YZi Labs is the rebranded investment vehicle formerly known as Binance Labs and manages CZ’s personal venture capital interests, including a reported $1 billion Builder Fund and prior involvement in a $500 million BNB-focused fund tied to CEA. The filing places YZi Labs at the center of heightened investor scrutiny of the company’s treasury operations and governance practices.
By reporting dates provided by the company, CEA disclosed holdings of 418,888 BNB on September 10, 2025, rising to 480,000 BNB by October 7, 2025, with total crypto and cash reserves reported at $663 million. YZi Labs argues that the widening gap between BNC’s market valuation and its disclosed asset base — the 0.79x NAV discount — signals value trapped by governance shortcomings.
YZi Labs accuses incumbent management of opaque communication, slow execution on regulatory filings, and conflicts of interest that diverted focus from the BNB treasury business, framing these failures as central drivers of the extreme share-price decline. An NAV discount reflects the percentage difference between a company’s market capitalization and the value of its underlying assets, a measure activists say highlights unrealized shareholder value that warrants governance intervention.
The activist strategy deployed is a consent solicitation filed with the U.S. Securities and Exchange Commission aimed at expanding the board to install YZi nominees and repeal recent bylaw changes, a mechanism designed to force immediate governance reforms without waiting for an annual meeting.
CEA responded with board and disclosure actions in late November 2025. On November 28, the company increased the board from five to six directors, adding Annemarie Tierney as an independent director with regulatory and governance expertise, a move that signals tactical defense and an attempt to bolster oversight credentials amid the challenge.
On November 19, CEA published a treasury dashboard intended to give investors consolidated visibility into its BNB reserves, capital-market activity and performance metrics. CEO David Namdar has positioned the company’s strategy as a pioneering approach to allocating corporate cash into digital assets, while the board expansion and dashboard rollout have been presented as steps to address transparency and governance concerns.
The dispute crystallizes classic shareholder activism applied to a crypto-native treasury firm, pitting a consent solicitation backed by a strategic investor against management-led defensive governance changes and new disclosure tools. The contest foregrounds operational transparency, timely regulatory filings and governance protocols increasingly relevant to corporate crypto treasuries.
