Changpeng Zhao–backed YZiLabs has launched an activist campaign to seize control of CEA Industries, now known as BNB Network (ticker BNC), just months after helping bankroll the company’s $500 million PIPE and its pivot into a leading BNB corporate treasury.
In a preliminary Schedule 14A filed Monday, the firm moved to expand the board, unwind any recent bylaw changes, and install its own slate of directors through a written-consent process. If a majority of outstanding shares sign on, the proposals would effectively hand control of the BNB-focused treasury company to Zhao’s family office without a shareholder meeting.
The coup attempt comes only months after the company was being pitched as the largest publicly traded BNB treasury in the United States.
BNB Network — formerly CEA Industries, a nicotine-vape manufacturer — surged more than 600% in July after 10X Capital and YZiLabs led an upsized private placement that included $400 million in cash and $100 million in crypto. Leadership installed during the PIPE, including CEO David Namdar and former CalPERS CIO Russell Read, framed the pivot as a way to give institutions long-term, transparent exposure to the Binance-linked ecosystem.
YZiLabs now argues the rollout has stumbled.
The filing accuses management of basic execution missteps, including slow filings and incomplete investor-relations materials, and describes a near-total absence of institution-facing marketing. It also alleges Namdar has promoted other digital-asset treasury efforts while BNB Network's rollout struggled for traction.
It further raises concerns about 10X Capital’s dual role as asset manager and a dominant presence on the board.
Down market
The market backdrop adds another layer of pressure. BNB is trading near a three-month low just above $800, according to The Block's price page, and that is starting to weigh on BNB Network’s treasury.
BNB Price Chart. Source: The Block/TradingView
The current BNB Treasury dashboard shows about 515,000 BNB worth roughly $412 million at an average cost of $851.
BNC shares fell nearly 11% in early Monday trading to $6.35, deepening the discount to its reported NAV of $8.09 per share and pushing its mNAV multiple down to roughly 0.8×.
The Block reached out to Namdar, BNB Network, and a contact at YZi Labs but has not yet received a response.
