CZ-backed YZi Labs challenges CEA Industries' poison pill and bylaw changes

Changpeng "CZ" Zhao-backed investment firm YZi Labs has escalated its campaign against CEA Industries over a newly adopted poison pill and bylaw amendments it says entrench the current board. YZi outlined its objections in a Monday filing with the United States Securities and Exchange Commission and in a public X statement on Wednesday.

YZi said it is reviewing CEA’s adoption of a stockholder rights plan and bylaw changes that affect shareholders’ ability to act by written consent, arguing the measures impose 'unnecessary constraints and procedural burdens' beyond Nevada law and warning that further 'degradation of voting rights' could expose the board to potential liability for failing to meet its fiduciary duties.

The firm said it is pursuing a consent solicitation to expand CEA’s board and elect a new slate of directors. YZi also disputed CEA’s Dec. 4 statement that it 'has never considered an alternative token' for its digital asset treasury (DAT) strategy, pointing to alleged comments by CEO David Namdar at a November 2025 industry conference about contemplating other crypto assets such as Solana and to promotion and capital‑raising activities for other DAT projects by Namdar and director Hans Thomas.

CEA responded on Dec. 4 by reaffirming its commitment to a BNB DAT strategy, saying it had not launched or planned a competing DAT, and framing the rights plan and bylaw amendments as steps to protect stockholders and preserve long-term value while welcoming engagement.

Key Topics

Crypto, Yzi Labs, Cea Industries, Bnb, Changpeng Zhao, David Namdar