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YZi Labs Seeks to Expand CEA Industries’ Board, Citing Need for Stronger Oversight
YZi Labs Management Ltd. announced that it has filed a preliminary consent statement with the U.S. Securities and Exchange Commission (SEC) seeking stockholder approval to expand the Board of Directors of CEA Industries Inc. (NASDAQ: BNC). The move marks a direct challenge to the company’s current leadership and aims to introduce additional directors whom YZi Labs believes are essential to restoring momentum and unlocking long-term value.
— YZi Labs (@yzilabs) November 27, 2025
According to the filing, YZi Labs is asking BNC stockholders to submit written consents supporting an increase in the number of board seats, enabling the election of new, experienced directors. YZi Labs is one of BNC’s most significant shareholders, having invested in the company on the strength of its fundamentals and its strategy centered on a BNB-focused digital asset treasury model.
However, YZi Labs says BNC has failed to translate those advantages into performance. Since the closing of a $500 million PIPE transaction earlier this year, BNC’s stock has lagged despite material gains in BNB, the company’s core treasury asset.
“We believe BNC’s poor performance is a direct result of weak strategic execution, inadequate investor communication, and a lack of effective oversight… Expanding the Board and adding competent directors is urgently needed to address operational gaps and unlock value that belongs to stockholders.” – Ella Zhang, Head of YZi Labs.
YZi Labs also expressed concerns over delayed SEC filings, limited transparency around BNC’s digital asset treasury and net asset value, and ongoing confusion among investors regarding the company’s messaging and long-term strategy.
Zhang added that YZi Labs had attempted constructive engagement, but now believes “stockholders cannot wait any longer” for new expertise to be introduced into the boardroom. The firm plans to announce its proposed nominees in the near future.
What Does This Mean for the Company?
YZi Labs manages more than $10 billion in assets globally, with a portfolio covering over 300 companies across Web3, AI, and biotech sectors. More than 65 of its portfolio companies have advanced through its incubation programs.
In connection with its campaign, YZi Labs has filed a preliminary consent statement and will distribute a WHITE consent card to shareholders. The firm is urging all stockholders to review these materials once available, as they will contain important information regarding the proposal to expand the Board.
Participants in the consent solicitation could include YZi Labs Management, Changpeng Zhao, and the forthcoming nominees. YZi Labs currently beneficially owns more than 2.1 million shares of BNC common stock, with additional potential ownership through various warrants that remain restricted under beneficial ownership limitations.
The outcome of this consent solicitation could reshape BNC’s governance structure and play a decisive role in the company’s strategic direction for 2025 and beyond.
