CEA Industries ends YZi Labs proxy fight with board shake-up

CEA Industries has reached a cooperation agreement with YZi Labs, ending a months-long proxy fight over the governance of the BNB treasury company. 

The Nasdaq-listed firm said the agreement took effect on June 23 and brings new digital asset experience to its board.

Under the deal, CEA appointed YZi Labs head Ella Zhang, YZi Labs investment partner Alex Odagiu and Bloq co-founder Matthew Roszak as directors. They join existing board members Carly E. Howard, Annemarie Tierney and Glenn Tyranski.

YZi Labs ends proxy contest

The agreement ends YZi Labs’ consent solicitation against CEA. YZi Labs also agreed to withdraw related books and records demands and record date requests. The firm will follow voting commitments and standstill provisions under the deal.

The two sides will also jointly search for another independent director. CEA said the candidate should have experience in digital assets, capital markets and public company governance.

The settlement marks a shift after months of public pressure. YZi Labs had pushed for board changes after raising concerns about CEA’s governance and its management of the BNB treasury strategy.

CEA also recently filed a complaint against 10X Capital, which had managed its digital asset treasury under an asset management agreement. The company sought to void that agreement and recover fees.

CEO search begins

CEA’s board will create a CEO search committee as part of the agreement. The company said the committee will focus on candidates with public company and digital asset experience.

Alex Odagiu will serve as interim president during the search. He will report directly to the board until a new chief executive is appointed. David Namdar will remain CEO during the transition.

Ella Zhang said BNB’s value is tied to utility across transaction fees, network participation, applications, liquidity and economic activity. She said CEA can turn that exposure into a public-market platform built around transparency and discipline.

BNB treasury strategy remains central

CEA describes itself as the manager of the world’s largest corporate treasury of BNB. The company’s strategy moved into focus in 2025 after it raised $500 million through a private placement backed by YZi Labs and 10X Capital.

As previously reported by crypto.news, CEA launched the private placement to build a public BNB treasury vehicle. The financing included $400 million in cash and $100 million in crypto, with warrants that could raise total proceeds to $1.25 billion.

As crypto.news reported, CEA later closed the $500 million placement and rebranded around its BNB strategy. The company said at the time that BNB would become its main treasury reserve asset.

In a recent update, crypto.news covered CEA’s purchase of 200,000 BNB, worth about $160 million at the time. The purchase made BNC the largest listed corporate holder of BNB.

CEA Industries shares closed at $2.27 on Tuesday, up 8.35%, according to Google Finance. BNB traded near $578.63, down about 1% over 24 hours (per crypto.news data). 

The governance agreement now gives YZi Labs direct board representation as CEA works to stabilize leadership and continue its BNB treasury plan.