Changpeng “CZ” Zhao-backed YZi Labs has escalated its campaign against CEA Industries over a newly adopted poison pill (a defensive tactic a company’s board uses to make a hostile takeover extremely difficult or expensive), and bylaw amendments that it claims are “stockholder-unfriendly” and intended to entrench the current board.
The investment firm, backed by Binance founder CZ, its objections in a Monday filing with the United States Securities and Exchange Commission (SEC) and in a parallel public X on Wednesday.
YZi said it is reviewing CEA’s adoption of a shareholder rights plan and bylaw changes that affect shareholders’ ability to act by written consent.
YZi argued that the measures impose “unnecessary constraints and procedural burdens” beyond Nevada law and warned that further “degradation of voting rights” could expose the board to potential liability for failing to meet its fiduciary duties.
The company is pursuing a consent solicitation to expand the size of CEA’s board and elect a new slate of directors.
YZi also rejected CEA’s Dec. 4 that it “has never considered an alternative token” for its digital asset treasury (DAT) strategy or launched competitive DAT ventures.
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It pointed to public comments CEA CEO David Namdar allegedly made at a November 2025 industry conference about contemplating other crypto assets, such as Solana (), as evidence that alternatives to BNB () had been discussed.
YZi said this, combined with promotion and capital-raising activities for other DAT projects by Namdar and director Hans Thomas, raised concerns among shareholders about alignment with CEA’s BNB-focused strategy.
CEA had addressed the activist pressure in its aforementioned statement, saying that it reaffirmed its commitment to its BNB DAT strategy and that it had not launched, nor had plans to launch, a competing DAT.
In the same release, the company said it had adopted a shareholder rights plan and amended bylaws, framing those steps as intended to protect the interests of all shareholders and preserve long-term value while welcoming shareholder engagement.
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YZi has criticized the fact that CEA had not held its 2025 annual meeting by its usual December anniversary date and has urged the board not to engage in “manipulative behavior” around scheduling, saying the meeting will be a “critical venue” for shareholder to vote on the board’s composition.
CEA has not issued any additional public statement directly responding to YZi’s claims on Monday about entrenchment, the annual meeting timing or alleged consideration of alternative tokens.
In a statement shared with Cointelegraph, a YZi spokesperson confirmed that its top priorities are to protect CEA Industries (BNC) shareholder rights and to “promote the integrity and the value of the BNB ecosystem” in a manner that is compliant with the SEC requirements on filings and disclosures.
”We appreciate Cointelegraph and the community’s continued attention to our public announcements and SEC filings,” the spokesperson said.
Cointelegraph reached out to CEA Industries for comment but had not received a response by publication time.
