CEA Industries’ aggressive BNB treasury plan triggered a high‑stakes boardroom fight after an investor backed by Binance founder Changpeng Zhao pushed for a management overhaul. The dispute, which revolved around capital allocation, disclosure and strategic consistency, materially depressed CEA’s stock and added volatility to BNB market sentiment.
CEA raised capital in mid‑2025 to build what it described as a BNB‑centric treasury, accumulating sizeable holdings that peaked near 480.000 BNB and stood at 515.000 BNB as of early January 2026, valued at over $455M and purchased at an average of $855 per token. The company’s model emphasized using BNB within the BNB Chain ecosystem for staking and supply‑management mechanisms.
The dispute intensified after CEA CEO David Namdar reportedly mentioned exploring other tokens at an industry event in November 2025. On November 27, YZi Labs — supported by Changpeng Zhao — filed a preliminary consent solicitation with the SEC seeking “significant and immediate changes to the composition of the Board of Directors,” alleging mismanagement, strategic drift and poor communication.
YZi Labs accused the board of considering an abandonment of the BNB strategy shortly after the PIPE investment and flagged operational shortcomings, including delayed regulatory filings, limited investor reporting and opaque net‑asset disclosures.
In response, CEA’s board adopted defensive measures. On December 26, 2025, directors implemented a shareholder rights plan — a so‑called poison pill — and amended bylaws to add procedural hurdles for director nominations and written consents. These moves aimed to deter an unwanted acquisition but were characterized by YZi Labs as attempts to entrench existing leadership.
Market impact and governance implications
The governance battle translated into sharp market movements. CEA’s stock (ticker BNC, formerly VAPE) plunged more than 90% from a July 2025 peak of $82.88 to close near $6.50 on January 7, 2026, a drop analysts in the filing attributed to perceived mismanagement and the public dispute.
BNB itself showed greater price swings: it rose roughly 38% over the prior six months and reached $1,369 in October 2025, then fell about 40% to $829 by December 1, 2025, and dipped below $885 by January 8, 2026 — with the CEA controversy cited as a contributing factor to sentiment and volatility.
Shareholder actions and corporate defenses in this case will test how traditional governance tools operate in companies that hold large crypto treasuries, particularly around disclosure of net asset value, custody practices and conflicts of interest when executives promote other crypto ventures while leading a public treasury firm.
Investors and compliance teams are now focused on CEA’s delayed 2025 annual shareholder meeting and forthcoming disclosures; that meeting will function as a practical test of whether the firm can restore transparent NAV reporting, reconcile capital‑allocation choices and resolve governance questions that have implications for other firms pursuing concentrated crypto treasuries.
