YZi Labs Launches Hostile Takeover of CEA Industries

• YZi Labs (Binance-backed) filed to oust the board of CEA Industries (BNC) after the stock decoupled from BNB.
• BNC stock crashed 90% despite holding $428 million in BNB tokens, creating a massive discount to NAV.
• YZi Labs seeks full board control to align the equity’s performance with its underlying crypto assets.

YZi Labs, the investment vehicle backed by Binance founder Changpeng Zhao (CZ), initiated a hostile proxy battle against CEA Industries (NASDAQ: BNC) Monday. The firm filed a Schedule 14A with the SEC, seeking to replace the board of directors after the company’s stock lost 90% of its value, effectively decoupling from the crypto asset it was designed to track. 

Related: Nasdaq Firm Swaps Its ‘VAPE’ Ticker for ‘BNC’ in a $500M BNB Treasury Rebrand

YZi Labs Eyes Control for BNB DAT CEA Industries 

CEA Industries, which rebranded from a vape manufacturer to a “Digital Asset Treasury” (DAT) in July following a $500 million capital raise, holds 515,054 BNB (valued at approximately $428.3 million). However, market confidence in the firm’s management has evaporated.

According to market data analysis from MarketWatch, BNB stock has dropped over 66% in the past three months. As such, the company’s stock market has underperformed the BNB price since mid-July and is now down by over 90%. 

According to YZi Labs, CEA Industries ought to outperform other Digital Asset Treasury (DAT) companies since BNB has registered better results compared to Bitcoin (BTC) and Ethereum (ETH).

What are the proposals?

As a major shareholder, YZi Labs has proposed four major changes to the company’s bylaws to ensure its future growth prospects. The investment firm is seeking the consent of other shareholders to implement:

1. Board Expansion: Increasing the number of directorships to dilute incumbent power.
2. Director Replacement: Installing YZi Labs nominees to seize operational control.
3. Voting Power: Amending Article II to give shareholders exclusive rights to fill vacancies.
4. Bylaw Repeal: Nullifying any defensive measures the current board enacted after July 25, 2025.

Market Context: The ‘Strategy’ Standard

The success of CEA Industries is heavily reliant on the BNB price outlook and vice versa. The Nevada-based company has been accumulating BNBs from the secondary market, thus helping reduce its circulating supply.

However, Michael Saylor, the founder of Strategy has noted that DAT’s success is heavily influenced by their cash-flow ability to pay shareholders dividends. Saylor has insisted in the past that the cash flow of DATs may be influenced by their business operations or shareholders’ financial standings. 

Currently, CEA Industries is an operating company through the business of selling vape devices and strong financial backing from YZi Labs.

Related: BNB Foundation Burns $1.66 Billion BNB Tokens; Price Climbs Post-Burn, Eyes XRP’s #4 Rank