YZi Labs has launched a written-consent takeover bid targeting CEA Industries Inc. (ticker: BNC), which manages what it calls the world’s largest BNB treasury. The move, formalized in a preliminary consent statement filed on November 27, 2025, accuses BNC’s leadership of governance lapses and seeks to replace the board to restore value. The campaign, linked to Binance co-founder Changpeng “CZ” Zhao, aims to reorient BNC’s governance and investor relations.
YZi Labs Seeks Board Changes Through Written Consent
YZi Labs — an investment vehicle linked to Changpeng “CZ” Zhao — says it holds roughly a 5% stake in BNC and is pursuing a written-consent process to bypass a traditional shareholder meeting. The filing asks shareholders to repeal bylaw changes, expand the board and elect YZi Labs’ nominees. The stake amounts to about 2.1 million shares valued at roughly $14 million.
The complaint centers on steep share-price deterioration and operational failures that YZi Labs argues have eroded trust and value. The filing highlights BNC’s stock dropping 89–92% from its July 2025 peak and the shares trading at roughly 0.79x NAV based on the company’s reported Net Asset Value of $8.09 per share. The document cites delayed SEC filings, weak capital-raising execution, inconsistent investor communications and potential conflicts of interest tied to the treasury manager.
CZ has publicly denied reports that YZi Labs is raising a large external fund, calling those claims “completely false,” and emphasizing the unit’s independence. YZi Labs frames itself as a founder and early backer of BNC’s treasury structure, pointing to its involvement with 10X Capital and a $500 million PIPE in August 2025. This, in its view, positions the campaign as corrective rather than opportunistic.
BNC’s reported holdings include 515,054 BNB tokens and about $77.5 million in cash. The BNB reserve is valued at roughly $412 million, with tokens acquired at an average cost of $851 each, and the company has publicly set a goal to accumulate 1% of BNB’s total supply by the end of 2025. YZi Labs argues that current stewardship puts that target at risk.
For investors and traders, the dispute presents two principal risks tied to governance turmoil and control outcomes. These risks include potential short-term volatility in BNB sentiment and uncertainty around liquidity and token-management strategy if leadership changes.
A successful consent would create a rapid board overhaul with new oversight of BNB accumulation and investor communications, while failure would likely entrench current management. Either outcome would significantly affect BNC’s treasury strategy and market positioning.
The confrontation highlights intensifying governance tensions as institutional and founder-linked actors compete for control of large crypto treasuries.
