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YZi Labs, the family office of Binance co-founder Changpeng Zhao and Yi He, escalated its dispute with CEA Industries Inc.
Author: Sahil Thakur
Steady attention without excessive speculation.
28 Feb 2026 – YZi Labs, the family office of Binance co-founder Changpeng Zhao and Yi He, escalated its dispute with CEA Industries Inc. (NASDAQ: BNC) . The firm accused 10X Capital and its affiliates of potentially violating U.S. securities laws. Specifically, YZi claims 10X may have crossed the 5% beneficial ownership threshold without filing the required disclosures.
High Signal Summary For A Quick Glance
Mirror Tang
@mirrorzk
@yzilabs Sir, in my view, there is no need for you to keep posting this kind of information. I believe we already clearly understand that these people are nothing but scoundrels and villains. The amount of money involved is insignificant to you. What I would rather see is your forward
https://t.co/FeXOclDGmb
04:34 AM·Feb 28, 2026
crypto__eye
@sraczkapawiana
@yzilabs The amount of rot people try to hide in plain sight is wild. Everyone wants to be a hero until the filings actually come out. This is where the real alpha is buried.
https://t.co/FeXOclDGmb
04:00 AM·Feb 28, 2026
In its statement, YZi said it found “disturbing filing evidence” in CEA’s recent reports. According to the firm, those filings suggest 10X Capital Asset Management LLC may have exceeded key reporting limits under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934. As a result, YZi is demanding immediate corrective disclosures to the SEC.
The dispute focuses on warrant exercises tied to a $500 million PIPE deal that 10X led in July 2025. YZi argues that those exercises likely pushed 10X’s stake above 5% by late 2025. However, it says no corresponding Schedule 13D filing appeared.
In addition, YZi claims 10X and certain affiliates may operate as a coordinated group. It specifically named board member Hans Thomas, a founding partner at 10X. Under SEC rules, such a group must report its combined ownership. Therefore, YZi argues aggregated disclosures were required.
YZi also called out Thomas for allegedly failing to file a Form 3 after joining the board. If regulators confirm these claims, the matter could trigger formal investigation.
CEA Industries originally focused on controlled environment agriculture. However, in 2025, it pivoted into a BNB treasury strategy. The company became one of the largest corporate holders of Binance Coin.
Since then, volatility has intensified. Shares now trade near $3.88. That represents a drop of roughly 95% from prior highs. Meanwhile, the company’s market cap stands around $160 to $170 million. The public float remains extremely tight at about 787,000 shares. As a result, even small trading volumes move the stock sharply.
This governance battle unfolds against that fragile backdrop.
Key milestones related to this development
First, CEA’s share repurchases push YZi Labs above 5% ownership, so YZi files its initial Schedule 13D on Nov 26, 2025. At the same time, YZi alleges that 10X’s PIPE-related warrant exercises also lifted 10X above 5%—yet 10X did not disclose the change.
Next, YZi Labs launches a consent solicitation and moves to expand and overhaul CEA’s board.
Then, on Dec 3, 2025, YZi Labs sends a formal notice to 10X Capital and warns CEA shareholders about potential problems tied to the AMA and related conflicts.
Shortly after, on Dec 11, 2025, YZi Labs terminates its Strategic Services Agreement with CEA.
After that, on Feb 4, 2026, CEA asks to terminate what it calls a “secret side agreement” between 10X and YZi Labs, and it argues that the alleged agreement stayed undisclosed and blocked AMA revisions.
In response, YZi Labs calls the allegation a blatant fabrication and says the board—including 10X-affiliated directors—already knew about the arrangement and relied on cited legal advice.
Meanwhile, on Feb 10, 2026, YZi Labs writes to CEA’s board, challenges what it describes as “false news,” and demands clearer statements plus full disclosure of related-party transactions.
Then, on Feb 18, 2026, YZi Labs calls on 10X and Hans Thomas to disclose beneficial ownership, and it claims they have breached SEC rules since late 2025.
Additionally, YZi Labs singles out Hans Thomas and alleges he failed to file a Form 3 after joining the board.
Next, on Feb 23, 2026, CEA announces plans to amend the AMA by lowering fees, shortening the term, and improving termination rights. However, CEA also blames delays on YZi Labs’ now-terminated agreement.
In turn, YZi Labs welcomes the proposed changes, yet it also demands retractions, calls for conflicted directors to recuse themselves, and pushes for full transparency. Finally, YZi signals it may sue directors for what it calls “rewriting history.”
Then, on Feb 27, 2026, YZi Labs escalates again and releases what it calls “disturbing filing evidence.” Specifically, it points to CEA’s FY Q2 2026 Form 10-Q and other filings, and it claims roughly 1.3M newly issued shares helped mask 10X’s growing stake.
Moreover, YZi claims the filings support a “poison pill” narrative and describe coordinated actions that, in its view, amount to an undisclosed group.
Another major issue involves CEA’s 20-year Asset Management Agreement with 10X Capital. YZi has repeatedly criticized the agreement. It argues the contract locks shareholders into high fees and limited exit options.
Earlier this month, CEA announced plans to amend the agreement. The company said it would lower fees and shorten the term. However, CEA blamed delays on what it described as a prior “secret side agreement” involving YZi Labs.
YZi rejected that claim. It called the accusation a fabrication. Furthermore, it said the board, including 10X-affiliated directors, knew about the arrangement. Now, YZi demands public clarification and recusal of directors it considers conflicted.
In its latest statement, YZi pointed to CEA’s fiscal Q2 2026 Form 10-Q. The filing disclosed roughly 1.3 million newly issued shares. YZi argues those issuances may have obscured 10X’s growing ownership stake.
Additionally, YZi raised concerns about potential defensive tactics that resemble a poison pill. It claims certain coordinated actions may have masked real ownership levels. Therefore, it is urging regulators to review the full ownership structure.
After YZi released its February 27 statement, CEA shares fell about 9% intraday after the 10x allegation. The stock was already under pressure due to the broader BNB treasury strategy and governance concerns.
Now, the dispute could move into a regulatory or legal phase. YZi continues to frame itself as an activist pushing for transparency and shareholder protection. Meanwhile, CEA’s board disputes several of YZi’s claims.
Ultimately, regulators may need to determine whether disclosure rules were breached. Until then, the battle between YZi Labs and 10X Capital over CEA Industries remains unresolved and increasingly high stakes.
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