Changpeng Zhao, YZi Labs Seek Shakeup at BNB Treasury Firm After Stock Craters

Binance co-founder Changpeng “CZ” Zhao and his investment firm, YZi Labs, filed a consent statement with the SEC that seeks crucial changes to the board and management team at publicly traded BNB treasury firm, CEA Industries (BNC). 

In a plea to BNC shareholders, the consent statement urges support for proposals to expand the board of directors, elect YZi Labs’ nominees, and repeal any provisions to the company’s bylaws not in effect when they were filed in July. 

“We believe the current board is in critical need of additional directors with the knowledge and experience to effectively oversee management, address the company’s stock price underperformance and operational issues, and restore investors’ faith in the company,” the filing reads.

“The stockholders of BNC deserve a well-functioning board that understands its role as a steward of stockholder resources,” it continues. “We are therefore launching this consent solicitation because we believe that stockholders must act now to prevent the further destruction of shareholder value.”

Intended for all shareholders of BNC, the filing contains a white consent card in which shareholders can consent, deny support, or abstain from providing a response. 

YZi Labs, which holds around 2.1 million shares of BNC or around 5% of the outstanding shares valued around $14 million as of Monday, contributed to the treasury firm’s $500 million PIPE earlier this summer, because it “recognized the institutional potential of a publicly listed BNB treasury vehicle.”

But less than a month after the treasury plan was unveiled, representatives for YZI Labs began contacting board-appointed director Hans Thomas to express concerns about the timeliness of investor updates and the firm’s lack of media presence, according to the filing. 

Concerns for YZi Labs continued to mount leading up to the filing, with more than a dozen reported contact attempts listed in the filing, including one in which representatives expressed concerns to CEA Industries CEO David Namdar about the time and attention he was granting to the treasury firm.

YZi Labs alleged in the filing that Namdar and others were actively involved in fundraising calls to promote another digital asset treasury, despite their positions at BNC. After concerns were expressed in September, YZi Labs purportedly learned that Namdar and Thomas were “promoting and seeking funding for other DATs” again in November. 

For those reasons and others outlined, YZi Labs maintains that company management is “directly responsible” for the poor performance of the BNB treasury firm. 

“Despite its advantageous market position and strong fundamentals, BNC has significantly underperformed on several levels,” the filing reads. “Since the closing of the PIPE, the company’s share price has significantly underperformed, despite the fact that the value of BNB, the primary asset of the company’s digital asset treasury, has increased over the same time period.”

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Shares of BNC, which previously traded under the ticker VAPE, popped as high as $82.88 in July after the treasury announcement. Since that time, shares have fallen more than 92%, with BNC changing hands at $6.47 to finish the day. It fell 10% on Monday.

That’s despite the fact that BNB, the underlying treasury asset, set a new all-time high mark of $1,369 in October. However, it has fallen by nearly 40% to change hands at $829 as the broader market has fallen—but it’s still outperforming shares of BNC. 

If the firm wants to turn around its performance, YZi Labs said, then it needs to act now.

“We believe that time is of the essence. Stockholders cannot afford the leadership of the current board and management team,” the filing says. “We urge all BNC stockholders to act now to expand the size of the board and add experienced, competent directors to effectively oversee management [and] address the company’s stock price underperformance and operational issues, in order to maximize value for all stockholders—the true owners of BNC.” 

The names of the board member nominees YZi Labs hopes to appoint are redacted in the filing, and a representative for the firm did not immediately respond to Decrypt’s request for comment. Representatives for CEA Industries also did not immediately respond to Decrypt’s request for comment.