Key Highlights:
- YZi Labs is challenging BNC’s board over governance and shareholder rights.
- The dispute is concentrated around board control measures and BNC’s BNB-focused crypto strategy.
- The final outcome could reshape BNC’s board at the 2025 annual meeting.
YZi Labs Management Ltd., who is a major shareholder in CEA Industries Inc. (NASDAQ: BNC), has stepped up its challenge to the company’s board, and is accusing the board of using anti-shareholder measures to retain control. An official statement was issued on the X page of YZi Labs today, January 7, 2026.
When leadership uses poison pills to block accountability and intends to pivot strategy without shareholder consent, the trust is broken.
We’re taking action to protect $BNC shareholders and refocus on the original BNB strategy.
Accountability is not optional. 👇 https://t.co/4xmHw5APNu
— YZi Labs (@yzilabs) January 7, 2026
In the post, YZi Labs took a sharp stab at BNC’s recent adoption method and called it a poison pill. It also attacked the new Bylaw changes that restrict shareholders’ ability to act through written consent. According to the firm, these steps go beyond what Nevada law requires and places board protection ahead of shareholder rights.
YZi Labs, which owns a considerable position (includes 2.15 million common shares and warrants for several million more), had earlier launched a consent solicitation. The group has filed a preliminary consent statement with the U.S. Securities and Exchange Commission(SEC) and is seeking to expand BNC’s board and appoint its nominees, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak and Ling Zhang.
Shareholders can go through the entire material on the SEC’s website or request copies from the participants.
Board’s Defensive Move Spark Outrage
The drama arose after BNC’s board adopted a shareholder rights plan, which is a mechanism that limits how much of the company a single investor can accumulate without the approval of the board. If an investor crosses a certain ownership threshold, other shareholders are allowed to buy additional shares at discount, which reduces the investor’s stake and voting power.
Moreover, there were also amendments to the company’s Bylaws. In these changes, the stockholders ability to act by written consent were restricted and this made it harder to exercise voting rights or push for board changes.
In the statement, YZi Labs stated that these ‘stockholder unfriendly actions’ are designed to obstruct and slow shareholders’ ability to act through the written consent. YZi Labs had earlier warned the board not to weaken shareholder voting rights as it could give rise to fiduciary concerns.
Even though the warning was raised, BNC moved ahead with the changes and also delayed its 2025 Annual Meeting beyond the December 17 anniversary date.
YZi also made it clear in the issued statement that is disappointed by the board’s lack of meaningful engagement and noted that other shareholders share concerns over BNC’s ‘ill-advised strategic pivot away from BNB.’
The investment firm also called for no further delays or procedural maneuvers, stressing that shareholders deserve a transparent and fair nomination and election process without conflicts or interference.
Rejection of BNC’s DAT Strategy Denials
The main point of conflict is BNC’s digital asset treasury (DAT) strategy, which is focused on BNB. In a December 4, 2025, press release, BNC said that it had never considered using any other token or launching competing DAT strategies.
YZi Labs disputes this, and it pointed out the comments made by CEO David Namdar in November 2025, where he reportedly said that the company was exploring options such as Solana.
YZi Labs has also raised concerns that Namdar and board member Hans Thomas promoted and raised funds for other DATs while serving at BNC. The firm said this has shaken shareholder trust and argued that investors deserve a board that is fully committed to the original BNB-based strategy and transparent high-governance decision-making.
YZi Labs is closely monitoring BNC as of now and it is on a lookout for the scheduling of its annual meeting. While its warrants are capped by ownership limits, the firm still holds significant potential influence and says it wants shareholders to have a fair chance to elect new directors. As BNC’s shift into crypto brings in scrutiny, the outcome of this dispute could reshape the company’s governance.
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