CEA Industries ends proxy fight with YZi Labs, adds Ella Zhang as board director

CEA Industries (Nasdaq: BNC) announced that it has entered into a cooperation agreement with its largest shareholder, YZi Labs, ending disputes over the governance of the BNB (BNB) treasury company.

Under the agreement, CEA has appointed Head of YZi Labs Ella Zhang, YZi Labs Investment Partner Alex Odagiu, and Bloq Co-founder Matthew Roszak as directors of its board. The three joined the firm's existing board members.

Odagiu will also serve as interim president of the company, as it searches for a new CEO through a dedicated committee. David Namdar, who announced his departure in March, will remain CEO during the transition period, the release said.

The agreement also marked the termination of YZi Labs' proxy contest over the company. YZi has agreed to terminate its consent solicitation and withdraw related books and records demands and record date requests, according to the release.

Governance dispute

This effectively settles a months-long governance battle between the two companies that started in late 2025.

In November 2025, YZi Labs made filings in an aggressive bid for board control at CEA, which included expanding the board, unwinding any recent bylaw changes, and installing its own slate of directors in CEA through a written-consent process. It claimed at the time that CEA has been underperforming since the closing of the $500 million private placement, despite BNB's gains during the period.

YZi Labs publicly raised concerns about CEA's governance and relationship with 10X Capital, which manages CEA's digital asset treasury under a long-term asset management agreement. CEA filed a lawsuit against 10X last month to void the partnership and recoup all fees paid to 10X since the agreement.

Earlier this year, YZi further criticized CEA Industries after the company adopted a shareholder rights plan, commonly known as a poison pill, which prevents hostile takeovers by making it significantly more expensive or dilutive for an outside group to rapidly accumulate a controlling stake.

CEA Industries (BNC) closed up 8.35% at $2.27 on Tuesday. The stock has fallen 64.7% since the start of the year. BNB dropped 2.6% in the past 24 hours to trade at $575.86, down 33% year-to-date, according to The Block's BNB price page.