Was CZ Also Rugged? The Bloody Battle for Control of BNB Treasury Company CEA Industries

Original | Odaily (@OdailyChina)

Author｜Golem (@web3_golem)

The winds of the crypto world blow in fast and fade away just as quickly.

DAT once stirred up massive waves in 2025, with a large number of speculators teaming up with shell US-listed companies to fabricate a false prosperity of "crypto assets invading the US stock market." By the time FOMO-driven investors came to their senses, their accounts had already been cleaned out. If you were one of them, the following news might make you feel a bit better: even CZ fell into the hands of the same group.

At that time, over 30 listed companies were scrambling to establish BNB treasuries, and CZ stated he would "carefully select." Ultimately, he chose CEA Industries, founded by Galaxy Digital co-founder David Namdar. In July 2025, CEA Industries (NASDAQ: BNC) completed a $500 million private financing round led by YZi Labs and officially began implementing the BNB reserve plan.

CZ's choice of David Namdar seemed flawless on the surface—an impressive resume, a close personal relationship, someone he considered within his "circle of trust." Unfortunately, CZ's investment acumen has always been "questionable," and this time, he misjudged again.

In November 2025, the conflict between YZi Labs and CEA Industries erupted completely. YZi Labs accused BNC of issues like continuously declining stock prices and board inaction, and demanded the election of new directors. At the time, Odaily analyzed that YZi Labs would most likely take over BNC, David Namdar would be ousted, and the matter would be settled. (Related reading: BNB Treasury Leader Heavily Criticized, "CZ's Confidant" May Be Ousted?)

No one expected that the real show was just beginning.

The People Who Rugged CZ Have Fled

On March 24, YZi Labs published a statement condemning CEA Industries for paying nearly $1.98 million in severance compensation to its departing CEO to facilitate a smooth exit, demanding the board publicly justify the reasonableness of the severance payment.

Simultaneously, YZi Labs accused CEA Industries' board of having funneled millions of dollars to related parties, having paid a cumulative $3.8 million to 10X Capital since June 7, 2025; and noted that previously the company's CEO and CFO roles were held by the same person (Odaily Note: CEA Industries hired a new CFO on March 9), indicating a lack of adequate verification controls in key areas such as revenue, taxation, and equity compensation.

YZi Labs investment partner Alex Odagiu finally voiced what should have been realized a year ago—"CEA Industries' board has turned a Nasdaq-listed company into a private ATM."

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

This CEO is still David Namdar. That's right, he wasn't kicked out by YZi Labs last November. Instead, he has now left leisurely after hollowing out CEA Industries. He is also the CEO of 10X Capital, which is the asset manager for CEA Industries and was the primary force behind turning CEA Industries into a BNB treasury company last year.

According to the Form 8-K filed by CEA Industries with the SEC on March 16, David Namdar did not receive any cash or equity compensation from his tenure as CEO starting August 5, 2025, until signing the transition agreement on March 16, 2026, hence the back payment; legally, this seems fine. David Namdar successfully executed a golden cicada shedding its shell. On March 25, the pinned post on CEA Industries' official X account was changed to indicate they are seeking a new CEO.

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

After being criticized by YZi Labs, CEA Industries recruited a new director the same day as YZi Labs requested—Annemarie Tierney, founder of Liquid Advisors. Tierney's resume is also impressive, but she is not from the YZi Labs camp. CEA Industries responds to every demand from YZi Labs, but nothing ever materializes.

Speaking of which, why wasn't David Namdar ousted by YZi Labs last November? Did CZ protect him? The answer, of course, is no. YZi Labs had the intention but lacked the capability.

The Battle Between David Namdar's Camp and YZi Labs' Camp

In fact, starting from last November, David Namdar's camp and YZi Labs' camp have been engaged in a battle for control of CEA Industries that continues to this day.

David Namdar's camp includes his founded 10X Capital and CEA Industries' entire board of directors, with significant overlap in personnel between these two entities. They effectively control CEA Industries.

YZi Labs is a major shareholder of CEA Industries. According to a document filed with the US SEC by YZi Labs on January 8, YZi Labs collectively holds 4,255,043 shares of CEA Industries common stock, representing approximately 9.4% of the issued and outstanding common shares.

The core objective of YZi Labs' struggle is to expand CEA Industries' board from 6 members to 13, with all 7 new members coming from YZi Labs. CZ is also among the candidates. If successful, YZi Labs would control a majority of the new board.

Although YZi Labs is already a major shareholder, it still lacks sufficient voting power to directly appoint board members. Therefore, YZi Labs must unite with other shareholders and initiate a written consent solicitation to implement the changes it has wanted since November. This is also why YZi Labs is so keen to publicize that David Namdar's actions constitute an infringement on all shareholders' rights.

However, David Namdar's board naturally wouldn't let YZi Labs' plan succeed easily. First, David Namdar postponed CEA Industries' 2025 Annual General Meeting by 16 months, cutting off a crucial opportunity for shareholders to vote on board members. Second, and most ruthlessly, David Namdar introduced a "poison pill" plan and amended the company's bylaws on December 26.

The formal name of this plan is an amended Stockholder Rights Plan. In its filing with the US SEC, CEA Industries stated directly that because YZi Labs formed a shareholder group (the YZi Labs Group) intending to gain control of the company, the board decided to amend the Stockholder Rights Plan and the company's bylaws—the last time the bylaws were amended was in 2018.

At this point in the story, David Namdar has essentially stopped pretending. "It's easier to invite the deity than to send it away." He set a dead-end trap for CZ: Wanting to replace me is not only costly but also requires my approval first.

First, the new Stockholder Rights Plan stipulates that if any group or individual beneficially acquires 15% or more of the shares without board approval, rights held by other shareholders become exercisable, allowing them to purchase additional shares at a 50% discount. This means if YZi Labs continues to increase its stake, other shareholders may get the chance to "buy cheap," diluting YZi Labs' ownership and drastically increasing its cost to fight for control of CEA Industries. Furthermore, warrants are counted towards beneficial ownership, and if included, YZi Labs' stake actually exceeds 19.99%.

Second, the new bylaws state that any shareholder seeking to take action via written consent must first request the company to set a record date and imposes more stringent disclosure requirements. This means YZi Labs' consent solicitation to add new directors also needs prior approval from the board led by David Namdar, procedurally obstructing and delaying YZi Labs' actions.

On March 24, after YZi Labs condemned David Namdar and his board for lining their own pockets, the CEA Industries board counterattacked. They stated that YZi Labs' January application for the proposed consent solicitation to add directors did not comply with the company's bylaws and would not be processed. CEA Industries' specific reasons were that YZi Labs failed to disclose the amount of BNB held by its related parties and their agents, and did not disclose the financial relationships between YZi Labs and its agents; if YZi Labs controlled the board, it could harm the interests of other shareholders.

The old ginger is spicier. From the current perspective, in this battle for control, David Namdar had already won long ago. All YZi Labs, which invested heavily, can do now is condemn, condemn, and condemn again.

Although David Namdar has already milked CEA Industries dry, clicking on his X account reveals his profile picture wearing a shirt with the Binance logo and a hat saying "MAKE BNC GREAT AGAIN." His pinned post still congratulates CZ on being pardoned by the US government. Perhaps from the very beginning, David Namdar saw CZ as an ATM.

On March 20, David Namdar's key partner and 10X Capital co-founder Hans Thomas also resigned from the CEA Industries board. However, YZi Labs is not willing to accept being played like this. YZi Labs investment partner Alex Odagiu posted on X, "Hans Thomas is out, but we are not done..."