Was CZ Also Rug Pulled? BNB Treasury CEA Industries Control Battle

Original Title: "Was CZ Also Rug Pulled? BNB Treasury CEA Industries Power Struggle"

Original Author: Golem, Odaily Planet Daily

The cryptocurrency world's wind blows in fast and leaves just as quickly.

DAT once caused a huge splash in 2025, with a large number of speculators joining forces with shell US-listed companies to create a false prosperity of "cryptocurrency invading the stock market." By the time FOMO investors came to their senses, their accounts had already been drained. If you were one of them, the following news might help you feel a bit better: Even CZ fell into the hands of the same group of people.

At that time, there were more than 30 publicly traded companies competing to enter the BNB Treasury, and CZ announced that he would "handpick" them. In the end, he chose CEA Industries founded by Galaxy Digital co-founder David Namdar. In July 2025, CEA Industries (NASDAQ: BNC) completed a $500 million private placement led by YZi Labs and began to implement the BNB reserve plan.

CZ's choice of David Namdar seemed flawless—impressive resume, close personal relationship, someone considered in his "circle of trust." Unfortunately, CZ's investment vision has always been "hard to judge," and this time, he missed the mark again.

In November 2025, the conflict between YZi Labs and CEA Industries erupted. YZi Labs accused BNC of continuous stock price decline, board inaction, among other issues, and demanded the election of new directors. At that time, Odaily Planet Daily analyzed that YZi Labs would most likely take over BNC, David Namdar would be ousted, and the matter would come to an end. (Related Reading: BNB Treasury Lead Criticized, Will "CZ's Confidant" Be Ousted?)

No one expected that the real drama was just beginning.

The People Who Rug Pulled CZ Have Already Fled

On March 24, YZi Labs published an article accusing CEA Industries of paying nearly $1.98 million in severance compensation to the departing CEO to help them land safely and demanded that the board publicly explain the rationale for the severance payment.

At the same time, YZi Labs accused CEA Industries' board of directors of having already funneled millions of dollars to related parties, having paid 10X Capital $3.8 million since June 7, 2025, and having the same person hold the positions of CEO and CFO previously (Note by Odaily: On March 9, CEA Industries hired a new CFO). The company lacks sufficient audit controls in key areas such as revenue, taxation, and equity compensation.

YZi Labs Investment Partner Alex Odagiu is finally upset at what should have been noticed a year ago — "CEA Industries' board has turned a Nasdaq-listed company into a personal piggy bank."

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

This outgoing CEO is David Namdar. Yes, he wasn't kicked out by YZi Labs last November but instead leisurely resigned after emptying out CEA Industries. And he is still the CEO of 10X Capital, which is CEA Industries' asset manager and was a key driver last year in transforming CEA Industries into a BNB treasury company.

According to the 8-k form information submitted by CEA Industries to the SEC on March 16, David Namdar did not receive any cash or equity compensation from August 5, 2025, when he assumed the role of CEO of the company, until the signing of the transition agreement on March 16, 2026, so it is being retroactively paid out now; legally, it seems fine, and David Namdar has successfully executed an exit scam. On March 25, the pinned post on CEA Industries' official X account has been changed to actively seeking a new CEO.

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

After being criticized by YZi Labs, CEA Industries recruited a new director on the same day as requested by YZi Labs — Annemarie Tierney, the founder of Liquid Advisors. Tierney also has an impressive background, but she is not aligned with YZi Labs. CEA Industries seems to be responsive to YZi Labs but falls short on follow-through.

That being said, why wasn't David Namdar ousted by YZi Labs in November last year, did CZ protect him? The answer is of course not, YZi Labs had this intention, but lacked the power to do so.

The Struggle Between David Namdar Camp and YZi Labs Camp

In fact, it was also since November last year that the David Namdar camp and YZi Labs camp have been engaged in an ongoing battle for control of CEA Industries.

The David Namdar camp includes his founded 10X Capital and the entire board of CEA Industries, and these two organizations have a high degree of personnel overlap, controlling CEA Industries.

YZi Labs is a major shareholder of CEA Industries. In a filing submitted to the SEC on January 8th, YZi Labs disclosed that it collectively holds 4,255,043 shares of common stock of CEA Industries, representing approximately 9.4% of the issued common stock.

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

Although YZi Labs is already a major shareholder of CEA Industries, it does not have enough votes to directly appoint members to the board. Therefore, YZi Labs must also unite other shareholders to initiate a written consent solicitation to implement the innovation it has been planning since November, which is why YZi Labs is so eager to expose and publicize David Namdar's actions as a motive for violating the rights of all shareholders.

But David Namdar's board will certainly not allow YZi Labs' plan to succeed easily. First, David Namdar postponed the CEA Industries 2025 Annual Shareholders Meeting by 16 months, cutting off an important opportunity for shareholder voting to elect board members. Secondly, and most ruthlessly, David Namdar launched a "poison pill plan" on December 26th and amended the company's bylaws.

The formal name of this plan is an Amended Stockholder Rights Plan, as CEA Industries stated in its filing with the U.S. SEC. Due to YZi Labs forming a shareholder group with the intention of gaining control of the company (YZi Labs Group), the board decided to amend the stockholder rights plan and the company's bylaws — the last amendment to the bylaws was in 2018.

Now, as the story goes, David Namdar has effectively backed out, "easy to ask the gods, difficult to send them off." He set up a checkmate for CZ: Trying to replace me is not only costly but also requires my prior consent.

Firstly, the new stockholder rights plan stipulates that if any group or individual acquires beneficial ownership of 15% or more without board approval, rights of other shareholders will be triggered, allowing them to purchase additional shares at a 50% discount. This means that if YZi Labs continues to increase its ownership stake, other shareholders may have the opportunity for a "cheap buy-in," YZi Labs' equity will be diluted, raising the cost of seeking control of CEA Industries directly; and warrants are included in the calculation of beneficial ownership, with YZi Labs' ownership stake actually exceeding 19.99% when considering these.

Secondly, the new bylaws state that any shareholder seeking to take action by unanimous written consent must first request the company to establish a record date and impose stricter disclosure requirements. This implies that YZi Labs' solicitation of consents for additional board members would require prior approval from the board led by David Namdar, obstructing and delaying YZi Labs' actions procedurally.

On March 24, following YZi Labs' accusations of David Namdar and his board enriching themselves, CEA Industries' board counterattacked. They stated that YZi Labs' application for consent solicitation of additional board members proposed in January did not comply with the bylaws and was not registered. CEA Industries specifically pointed out that YZi Labs did not disclose the amount of BNB held by its affiliates and agents, nor did it disclose the financial relationship between YZi Labs and its agents; if YZi Labs controlled the board, it could harm other shareholders' interests.

The old saying holds true, from the current perspective, David Namdar has long since emerged victorious in this battle for control, leaving YZi Labs, which poured a lot of money into it, with nothing but condemnation, condemnation, and more condemnation.

Although David Namdar has already wiped out CEA Industries, clicking on his X account will reveal that his avatar is wearing a Logo with the Binance logo, and the hat he is wearing reads "MAKE BNC GREAT AGAIN," with the pinned post still congratulating CZ on being pardoned by the U.S. government. Perhaps from the beginning, David Namdar always saw CZ as an ATM.

On March 20, Hans Thomas, an important partner of David Namdar, and co-founder of 10X Capital, also resigned from the board of CEA Industries, but YZi Labs was not willing to just let it go. YZi Labs partner Alex Odagiu posted on the X platform, saying that Hans Thomas has exited, but we are not done yet...

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