YZi Labs Management Ltd., led by former Binance CEO Changpeng Zhao, has filed a revised preliminary consent statement with the U.S. Securities and Exchange Commission (SEC) to expand the Board of Directors at CEA Industries Inc. The company, which rebranded as the BNB Network Company (BNC), was established as a digital asset treasury (DAT) with Binance Coin (BNB) as its primary reserve asset, akin to corporate Bitcoin treasuries.
The core of the conflict stems from a strategic divergence. In July 2025, YZi Labs raised $500 million in a private investment in public equity (PIPE) deal, with the capital intended for BNC to build the world's largest corporate BNB treasury. By August 2025, BNC had acquired over 515,000 BNB, valued at 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 deviate from the exclusive BNB strategy. The alleged plan was to diversify the treasury to include other cryptocurrencies, specifically naming Solana (SOL). This dispute triggered an approximate 87% drop in BNC's stock price from its post-announcement highs.
YZi Labs is now seeking to expand the board and nominate directors who align with its original vision of a BNB-focused treasury. The group, which includes former U.S. Senator and Ambassador Max Baucus, directly owns 2,150,481 shares of common stock. It also holds rights to millions more through various warrants, including approximately 7.7 million Pre-Funded Warrants, 9.9 million Stapled Warrants, and 3.5 million Strategic Advisor Warrants.
A Beneficial Ownership Limitation clause prevents YZi Labs from exercising these warrants if it would result in owning more than 4.99% of the company's total shares, making board control a critical alternative method of influence. The SEC is currently reviewing the filing's language for legal compliance. Shareholders cannot vote or submit consent forms until the SEC completes its review and YZi Labs distributes an official "WHITE consent card" for a vote on the board expansion and new nominees.
