Changpeng “CZ” Zhao–backed YZi Labs has stepped up its challenge against CEA Industries, criticizing the company’s recently adopted poison pill — a defensive mechanism designed to make hostile takeovers prohibitively difficult — along with bylaw amendments it says are “stockholder-unfriendly” and meant to entrench the current board.
The investment firm detailed its concerns in a filing with the US Securities and Exchange Commission on Monday and reiterated them in a public statement on X on Wednesday.
YZi said it is reviewing CEA’s implementation of a shareholder rights plan and amendments that limit shareholders’ ability to act through written consent. The firm argued that the changes impose “unnecessary constraints and procedural burdens” beyond what Nevada law requires and warned that further erosion of voting rights could expose the board to liability for breaching its fiduciary duties.
As part of its campaign, YZi is pursuing a consent solicitation aimed at expanding CEA’s board and electing a new slate of directors.
YZi also pushed back against CEA’s Dec. 4 claim that it had “never considered an alternative token” for its digital asset treasury (DAT) strategy or pursued competing DAT initiatives. The firm pointed to public remarks allegedly made by CEA CEO David Namdar at a November 2025 industry conference, where he discussed the possibility of other crypto assets — including Solana — as evidence that alternatives to BNB had been contemplated.
According to YZi, those comments, along with promotion and capital-raising efforts tied to other DAT projects involving Namdar and director Hans Thomas, have raised shareholder concerns about whether management remains aligned with CEA’s stated BNB-focused strategy.
YZi’s claims and CEA’s response
CEA previously addressed activist pressure in its Dec. 4 statement, reaffirming its commitment to a BNB-based DAT strategy and stating that it had neither launched nor planned to launch a competing DAT. In the same release, the company said it adopted a shareholder rights plan and amended its bylaws to protect shareholder interests, preserve long-term value, and encourage constructive engagement.
YZi has also criticized CEA for not holding its 2025 annual meeting by its customary December anniversary date, urging the board to avoid what it described as “manipulative behavior” around scheduling. YZi said the meeting will be a “critical venue” for shareholders to vote on board composition.
CEA has not issued any additional public statements directly responding to YZi’s more recent claims regarding board entrenchment, annual meeting timing, or the alleged consideration of alternative tokens.
In a statement shared with Cointelegraph, a YZi spokesperson said the firm’s primary goals are to safeguard shareholder rights at CEA Industries (BNC) and to “promote the integrity and value of the BNB ecosystem” in full compliance with SEC filing and disclosure requirements.
“We appreciate Cointelegraph and the community’s continued attention to our public announcements and SEC filings,” the spokesperson added.
