Original Title: “CZ Also Got Cut? The Battle for Control of BNB Treasury CEA Industries”

Original Author: Golem, Odaily Planet Daily

The winds in the crypto world come quickly and go just as fast.

DAT once caused a huge wave in 2025, with a large number of speculators teaming up to shell out shell companies listed on U.S. stock exchanges, creating a false boom of “cryptocurrency invading U.S. stocks.” By the time FOMO investors realized what was happening, their accounts had already been looted. If you’re one of them, this news might help you find some balance: Even CZ has fallen into the hands of the same group of people.

At that time, more than 30 listed companies were vying to develop BNB Treasury, and CZ announced he would “select carefully.” Ultimately, he chose CEA Industries, founded by David Namdar, co-founder of Galaxy Digital. In July 2025, CEA Industries (NASDAQ: BNC) completed a $500 million private placement led by YZi Labs, officially launching the BNB reserve plan.

CZ’s choice of David Namdar seemed impeccable—impressive resume, close personal ties, someone he considered “trustworthy.” Unfortunately, CZ’s investment judgment has always been “hard to explain,” and this time, he once again misjudged.

In November 2025, conflicts between YZi Labs and CEA Industries erupted completely. YZi Labs accused BNC of continuous stock price decline, board inaction, and called for the election of new directors. At that time, Odaily Planet Daily analyzed that YZi Labs was very likely to take over BNC, with David Namdar ousted, and the matter would end there. (Read more: BNB Treasury leader criticized heavily, “CZ confidant” may be ousted?)

No one expected that the real drama was just beginning.

The people who cut CZ have already run

On March 24, YZi Labs issued a statement condemning CEA Industries for paying nearly $1.98 million in severance to a departing CEO to help him leave safely, demanding the board publicly explain the reasonableness of the severance.

Meanwhile, YZi Labs accused CEA Industries’ board of funneling millions of dollars to related parties, having paid $3.8 million to 10X Capital since June 7, 2025; and that the company’s CEO and CFO roles were held by the same person (Odaily note: CEA Industries hired a new CFO on March 9), with insufficient checks on revenue, taxation, and equity compensation.

YZi Labs investment partner Alex Odagiu finally revealed a fact that should have been noticed a year ago—“The board of CEA Industries has turned a NASDAQ-listed company into a private ATM.”

Who is this departing CEO? And who is 10X Capital?

That CEO is still David Namdar. Yes, he was not ousted by YZi Labs last November; instead, he quietly resigned after draining CEA Industries. He is also CEO of 10X Capital, the asset manager of CEA Industries, and the main driver behind turning CEA Industries into the BNB Treasury company last year.

According to the 8-K filing CEA Industries submitted to the SEC on March 16, David Namdar had not received cash or equity compensation from August 5, 2025, until March 16, 2026, when a transition agreement was signed, so he was paid retroactively; legally, there seems to be no issue, and David Namdar successfully escaped. On March 25, CEA Industries’ official X account pinned a message that they are now looking for a new CEO.

According to foreign media reports, in early March this year, an investor in BNC visited CEA Industries’ office in Nevada, USA, and found it was an empty shell with no management or operations. On the business side, official information shows CEA Industries currently holds 515,544 BNB, with a cost basis of $855, but the last public purchase of BNB was in November 2025.

After being criticized by YZi Labs, CEA Industries immediately recruited a new director—Annemarie Tierney, founder of Liquid Advisors—at YZi Labs’ request. Tierney has an excellent background, but she is not aligned with YZi Labs. CEA Industries responds to YZi Labs’ actions but nothing concrete has come of it.

By the way, why wasn’t David Namdar ousted by YZi Labs last November? Could CZ have protected him? Of course not, YZi Labs had that intention but lacked the strength.

The struggle between David Namdar’s camp and YZi Labs

In fact, since last November, the battle for control of CEA Industries has been ongoing between David Namdar’s camp and YZi Labs.

David Namdar’s camp includes his founding of 10X Capital and the entire board of CEA Industries, with significant overlap in personnel. They effectively control CEA Industries.

YZi Labs is the major shareholder of CEA Industries. In a filing to the SEC on January 8, YZi Labs reported holding 4,255,043 shares of common stock, about 9.4% of the issued common stock.

The core of YZi Labs’ fight is to expand the board from 6 to 13 members, with all 7 new members coming from YZi Labs. CZ is among the candidates. If successful, YZi Labs would control the majority of the new board.

Although YZi Labs is already the largest shareholder, it still lacks enough votes to directly appoint directors. Therefore, YZi Labs needs to collaborate with other shareholders and initiate a written consent solicitation to implement the reforms it has wanted since November. This is also why YZi Labs is so eager to expose and accuse David Namdar of infringing on shareholders’ rights.

But David Namdar’s board certainly won’t let YZi Labs’ plan succeed easily. First, he delayed the 2025 annual shareholders meeting by 16 months, cutting off the crucial voting opportunity. Second, and most aggressively, on December 26, he launched a “poison pill” plan and amended the company’s bylaws.

This plan, officially called a revised Stockholder Rights Plan, states that because YZi Labs formed a shareholder group aimed at controlling the company, the board decided to amend the rights plan and bylaws—last revised in 2018.

At this point, David Namdar has essentially given up playing—“it’s easier to summon gods than to send them away.” He has set a dead end for CZ: If anyone wants to replace him, it will be costly and require his approval first.

The new rights plan stipulates that if a group or individual benefits from holdings exceeding 15% without board approval, other shareholders’ rights will activate, allowing them to buy additional shares at a 50% discount. This means if YZi Labs continues to increase its stake, other shareholders might get a “cheap buy-in,” diluting YZi Labs’ ownership and raising the cost for YZi Labs to control CEA Industries; warrants are also included in the beneficial holdings, and with these, YZi Labs’ actual stake exceeds 19.99%.

Furthermore, the new bylaws require shareholders seeking to act via written consent to first request the company to set a record date, with stricter disclosure requirements. This means YZi Labs’ initiative to add new directors must first be approved by David Namdar and the board, delaying and obstructing their actions.

On March 24, after YZi Labs condemned David Namdar and his board for lining their pockets, CEA Industries’ board responded. They claimed YZi Labs’ proposed written consent for new directors in January did not comply with the bylaws and was not filed. They argued YZi Labs failed to disclose the number of BNB held by related parties and their agents, nor the financial relationship between YZi Labs and its agents; if YZi Labs controls the board, it could harm other shareholders’ interests.

Experience shows that currently, David Namdar has already won this control battle. YZi Labs, which invested heavily, can only continue condemning and condemning.

Although David Namdar has drained CEA Industries completely, visiting his X account reveals his profile picture with a Binance logo, wearing a hat that says “MAKE BNC GREAT AGAIN,” and a pinned post congratulating CZ on being pardoned by the U.S. government. Perhaps from the start, David Namdar saw CZ as just a cash cow.**

On March 20, David Namdar’s key partner, co-founder of 10X Capital Hans Thomas, also resigned from the CEA Industries board, but YZi Labs is not willing to let them get away easily. YZi Labs investment partner Alex Odagiu posted on X that Hans Thomas has left, but “we’re not done yet…”

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