With persistently sluggish stock prices, chaotic strategic execution, and inadequate management oversight, institutional investors holding significant equity stakes 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 shareholder consent.
This unusual move directly challenges the current leadership of this Nasdaq-listed company and exposes BNC—a company dubbed the "BNB version of MicroStrategy"—to public scrutiny over its internal governance issues.
1. Divergence in Stock Performance, Institutional Shareholders Take Action
● As a major shareholder of BNC, YZi Labs' public challenge to the board is not a spur-of-the-moment decision. This action stems from deep dissatisfaction with BNC's persistently poor stock performance since completing a $500 million PIPE financing this summer.
● Ella Zhang, head of YZi Labs, bluntly stated: "We believe BNC's poor performance is directly due to weak strategic execution, insufficient investor communication, and a lack of effective oversight."
● Ironically, during this period, BNC's main treasury asset—BNB—has seen a significant price increase. This obvious divergence between the stock price and the intrinsic value of its assets became the direct trigger for YZi Labs' intervention.
2. Management Chaos, Investors Lose Patience
In its statement, YZi Labs detailed a series of problems with BNC's management. Weak strategic execution and insufficient investor communication are just the tip of the iceberg.
● More serious issues include: delayed submission of key SEC documents, failure to promptly 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 issues collectively prevent investors from accurately understanding the company's true value and future direction.
● YZi Labs had previously attempted constructive engagement with management, but now believes that "shareholders can no longer wait."
3. Dual Identity, BNC's Unique Positioning
To understand this dispute, one must first understand BNC's unique business model.
● CEA Industries Inc. was originally just an ordinary Nasdaq-listed company, but after completing a $500 million private placement in August this year, it began transforming into a "BNB network company", with its stock ticker changed to "BNC". This transformation was led by YZi Labs and attracted participation from over 140 institutions.
● BNC subsequently announced the purchase of 200,000 BNB, at a total cost of about $160 million, instantly becoming the world's largest enterprise-level BNB holding institution.
● The company emulates MicroStrategy's famous treasury strategy but focuses on accumulating BNB, aiming to become a "category-defining digital asset treasury company."
4. Equity and Control, YZi Labs' Trump Card
As a major shareholder, YZi Labs currently directly holds about 2.15 million shares of BNC common stock.
● In addition, they hold various warrants potentially convertible into common stock, including pre-financing warrants for 7.75 million shares, pinned warrants for 9.9 million shares, and strategic advisor warrants for 3.56 million shares.
● However, due to 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 have chosen to seek to expand the board through formal legal procedures to enhance oversight.
5. Seeking Change Without Altering the Vision
YZi Labs emphasizes that their action is not intended to overthrow the company, but rather to strengthen corporate governance by introducing experienced new directors.
● Ella Zhang stated: "We are seeking to expand the board and add experienced, capable directors whom we believe can provide stronger oversight." This action has received support from CZ (Changpeng Zhao).
● As one of the participants, CZ has joined this consensus-building campaign alongside YZi Labs Management and the soon-to-be-nominated board candidates.
● YZi Labs said it will soon announce the specific list of board candidates, with the goal of "unlocking the company's potential value through stronger board governance without shaking BNC's digital asset treasury vision."
6. Governance Challenges
BNC's case reveals the unique challenges faced by listed companies embracing crypto assets. Essentially, this company is attempting to combine traditional corporate governance structures with innovative crypto asset treasury strategies.
This combination has clearly 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 also facing a class action lawsuit over accounting issues related to its bitcoin investments.
Together, these cases show that listed companies embracing crypto assets face severe challenges in governance, information disclosure, and their relationship with the traditional financial system.
The outcome of the BNC board reshuffle remains uncertain, but this battle for control will undoubtedly become a landmark event in the emerging field of digital asset treasuries. Its conclusion will answer a key question: when crypto-native strategies collide with traditional corporate governance structures, which side must adapt?
And ultimately, the final arbiter of all this will not only be shareholder votes, but also the patience and time of the market.
