The stock price continues to languish, strategic execution is chaotic, and management oversight is weak. Investment institutions holding a large amount of equity are no longer silent and have chosen to directly "declare war" on the board of directors.
On November 27, 2025, investment institution YZi Labs took a drastic step by formally submitting a preliminary consent statement to the U.S. Securities and Exchange Commission, seeking to expand the board of directors of CEA Industries Inc. and elect new directors through written consent from shareholders.
This unusual move directly challenges the current leadership of this NASDAQ-listed company and exposes internal governance issues at BNC, a company known as the "BNB version of MicroStrategy," to public scrutiny.
1. Diverging Stock Performance, Institutional Shareholders Take Action
● YZi Labs, as a significant shareholder of BNC, is publicly challenging its board of directors, which is not a spur-of-the-moment decision. This action stems from deep dissatisfaction with BNC's continued poor stock performance since completing a $500 million PIPE financing this summer.
● Ella Zhang, head of YZi Labs, bluntly pointed out: "We believe BNC's poor performance is directly due to weak strategic execution, insufficient communication with investors, and a lack of effective oversight."
● Ironically, during this period, BNC's main treasury asset—BNB—has seen a substantial increase in price. This obvious divergence between stock price and intrinsic asset value became the direct catalyst for YZi Labs' decision to intervene.
2. Management Chaos, Investors Lose Patience
YZi Labs detailed a series of issues with BNC's management in their statement. Weak strategic execution and insufficient communication with investors are just the tip of the iceberg.
● More serious issues include: delayed submission of key SEC filings, failure to timely update investors on its digital asset treasury and net asset value data, and ongoing market confusion regarding the company's identity and strategic narrative.
These problems collectively prevent investors from accurately understanding the company's true value and future direction.
● YZi Labs had attempted to collaborate with management through constructive interaction, but now they believe "shareholders can no longer wait."
3. Dual Identity, BNC's Unique Positioning
To understand this dispute, one must grasp BNC's unique business model.
● CEA Industries Inc. was originally just an ordinary NASDAQ-listed company, but after completing a $500 million private placement financing in August, it began to transform into a "BNB network company," changing its stock code to "BNC." This transformation was led by YZi Labs and attracted over 140 institutions.
● BNC subsequently announced the purchase of 200,000 BNB, totaling approximately $160 million, making it the largest enterprise-level BNB holding institution in the world.
● The company mimics the well-known treasury strategy of MicroStrategy but focuses on accumulating BNB, aiming to become a "category-defining digital asset treasury company."
4. Equity and Control, YZi Labs' Ace in the Hole
As a significant shareholder, YZi Labs currently directly holds about 2.15 million shares of BNC common stock.
● Additionally, they hold various potential warrants convertible into common stock, including pre-financing warrants corresponding to 7.75 million common shares, warrants corresponding to 9.9 million common shares, and strategic advisor warrants corresponding to 3.56 million common shares.
● However, constrained by a 4.99% ownership cap clause, these warrants will not be exercised in the short term. This detail reveals a key issue: although YZi Labs is a significant investor in BNC, its actual influence is limited.
This may explain why they chose to seek to expand the board through formal legal procedures to enhance oversight.
5. Seeking Change, Not Altering Vision
YZi Labs emphasizes that their action is not intended to overthrow the company but aims to strengthen corporate governance by introducing experienced new directors.
● Ella Zhang stated: "We are seeking to expand the board and add experienced, capable directors, and we believe they can provide stronger oversight." This action has the support of CZ (Changpeng Zhao).
● As one of the participants, CZ joined this consensus-building effort alongside YZi Labs Management and the soon-to-be-nominated director candidates.
● YZi Labs stated that they will soon announce a specific list of director candidates, aiming to "release the company's potential value through stronger board governance without shaking BNC's vision for a digital asset treasury."
6. Governance Challenges
The case of BNC reveals the unique challenges faced by publicly listed companies in embracing crypto assets. This company is essentially attempting to combine traditional corporate governance structures with innovative crypto asset treasury strategies.
This combination has evidently encountered difficulties—despite holding a large amount of BNB assets, the company has been unable to effectively communicate its value proposition to the market.
Almost simultaneously, another well-known company, MicroStrategy (MSTR), is facing a class-action lawsuit due to accounting issues related to Bitcoin investments.
These cases collectively indicate that publicly listed companies embracing crypto assets face severe tests regarding governance, information disclosure, and their relationship with the traditional financial system.
The outcome of the BNC board restructuring remains uncertain, but this power struggle will undoubtedly become a landmark event in the emerging digital asset treasury field. Its conclusion will answer a key question: when crypto-native strategies collide with traditional corporate governance structures, who should adapt to whom?
And the ultimate arbiter of all this is not just shareholder votes, but also the market's patience and time.
Join our community to discuss and grow stronger together!
Official Telegram community: https://t.me/aicoincn
AiCoin Chinese Twitter: https://x.com/AiCoinzh
OKX benefits group: https://aicoin.com/link/chat?cid=l61eM4owQ
Binance benefits group: https://aicoin.com/link/chat?cid=ynr7d1P6Z
免责声明：本文章仅代表作者个人观点，不代表本平台的立场和观点。本文章仅供信息分享，不构成对任何人的任何投资建议。用户与作者之间的任何争议，与本平台无关。如网页中刊载的文章或图片涉及侵权，请提供相关的权利证明和身份证明发送邮件到support@aicoin.com，本平台相关工作人员将会进行核查。
