Original article | Odaily Odaily( @OdailyChina )
Author｜Golem ( @web3_golem )
The hype in the crypto world comes and goes quickly.
DAT caused a huge stir in 2025, with a large number of speculators colluding with shell companies listed on the US stock market to create a false boom of "crypto assets invading the US stock market." By the time FOMO-inducing investors realized what was happening, their accounts had already been emptied. If you were one of them, the following news might make you feel a little better: even CZ (Central Bank) fell victim to the same group of people.
At the time, over 30 publicly traded companies were vying to establish BNB reserves, and CZ declared he would "carefully select" the companies. 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 funding round led by YZi Labs, officially launching its BNB reserve program.
CZ's choice of David Namdar seemed logical—an impressive resume, close personal relationships, and someone he considered part of his "trustworthy circle." 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 fully erupted. YZi Labs accused BNC of a continuous decline in stock price, inaction by the board of directors, and demanded the election of new directors. At the time, Odaily Odaily analyzed that YZi Labs would most likely take over BNC, David Namdar would be ousted, and the matter would end there. (Related reading: BNB's financial tycoon faces severe criticism, "CZ's confidant" may be ousted? )
No one expected that the real show was just beginning.
The person who cut off CZ has already run away.
On March 24, YZi Labs issued a statement condemning CEA Industries for paying nearly $1.98 million in severance pay to its outgoing CEO to help him land safely, and demanding that the board of directors publicly explain the rationale behind the severance pay.
Meanwhile, YZi Labs alleges that CEA Industries' board of directors has transferred millions of dollars to stakeholders, including a total of $3.8 million to 10X Capital since June 7, 2025; and that the company's CEO and CFO positions were previously held by the same person (Odaily note: CEA Industries appointed a new CFO on March 9) , and that the company lacked adequate due diligence and control in key areas such as revenue, taxation, and equity compensation.
Alex Odagiu , an investment partner at YZi Labs, finally revealed the truth that should have been known a year ago: "The board of directors of CEA Industries has been treating a Nasdaq-listed company as a private ATM."
Who is this outgoing CEO? And who is 10X Capital?
The CEO is still David Namdar. That's right, he wasn't ousted from YZi Labs last November; instead, he emptied out CEA Industries before leisurely resigning. He's also the CEO of 10X Capital, the asset manager of CEA Industries and the biggest driving force behind turning CEA Industries into the BNB treasury company last year.
According to CEA Industries' Form 8-K filed with the SEC on March 16, David Namdar did not receive any cash or stock-based compensation from August 5, 2025, when he became CEO, until March 16, 2026, when the transition agreement was signed. Therefore, the compensation is now being paid retroactively. Legally, this appears to be acceptable, and David Namdar has successfully absolved himself of responsibility. On March 25, the pinned post on CEA Industries' official X account was changed to "Looking for a new CEO."
According to foreign media reports , in early March of this year, a BNC investor visited CEA Industries' office in Nevada, USA, and found that CEA Industries was a shell company with no management or operations. On the business front, official information shows that CEA Industries currently holds 515,544 BNB at a cost of $855, but its last publicly disclosed purchase of BNB is scheduled for November 2025.
After being criticized by YZi Labs, CEA Industries immediately recruited a new director at YZi Labs' request—Annemarie Tierney, the founder of Liquid Advisors. Tierney's resume is also excellent, but she is not from the YZi Labs camp. CEA Industries responds to YZi Labs's every request, but never actually gets things done.
That said, why wasn't David Namdar ousted from YZi Labs last November? Did CZ protect him? The answer is of course no. YZi Labs did have that intention, but lacked the power to do so.
The struggle between the David Namdar camp and the YZi Labs camp
In fact, the David Namdar camp and the YZi Labs camp have been engaged in a struggle for control of CEA Industries since November of last year, a struggle that continues to this day.
David Namdar's camp includes the entire board of directors of 10X Capital, which he founded, and CEA Industries. The two organizations have a high degree of overlap in personnel, and they effectively control CEA Industries.
YZi Labs is a major shareholder of CEA Industries. According to a filing with the U.S. SEC on January 8, YZi Labs holds a total of 4,255,043 ordinary shares of CEA Industries, representing approximately 9.4% of the outstanding ordinary shares.
YZi Labs' core objective in this struggle is to expand CEA Industries' board of directors from 6 to 13 members , with all 7 new members coming from YZi Labs. CZ is also among the candidates. If successful, YZi Labs will control a majority of seats on the new board.
Although YZi Labs is already a major shareholder of CEA Industries, it still doesn't have enough votes to directly place people on the board. Therefore, YZi Labs needs to join forces with other shareholders to initiate a written consent solicitation in order to implement the reforms it has wanted to carry out since November. This is also the motivation behind YZi Labs' willingness to expose and publicize David Namdar's actions as an infringement on the rights of all shareholders.
But David Namdar's board of directors certainly wouldn't let YZi Labs' plan succeed so easily. First, David Namdar postponed CEA Industries' 2025 annual shareholders' meeting by 16 months, cutting off shareholders' crucial opportunity to vote on board members. Second, and most ruthlessly, David Namdar launched a "poison pill" plan and amended the company's bylaws on December 26.
The plan's official name is a revised Stockholder Rights Plan. CEA Industries stated in its filing with the U.S. SEC that the board decided to amend the Stockholder Rights Plan and the company's articles of association because YZi Labs formed a shareholder group with the intention of controlling the company (YZi Labs Group). The company's articles of association were last amended in 2018.
At this point in the story, David Namdar had completely stopped acting. "It's easy to invite a god, but hard to send him away." He had set a dead end for CZ: not only would it be costly to replace me, but he would also have to get my consent first .
First, the new shareholder rights agreement stipulates that if any group or individual acquires a beneficial ownership stake of 15% or more without board approval, other shareholders' rights will take effect, allowing them to purchase additional shares at a 50% discount. This means that if YZi Labs continues to increase its shareholding, other shareholders may have the opportunity to "buy cheap," diluting YZi Labs' equity and significantly increasing the cost of vying for control of CEA Industries. Furthermore, warrants are also included in the beneficial ownership stake, and if these are taken into account, YZi Labs' actual shareholding exceeds 19.99%.
Secondly, the new articles of association stipulate that any shareholder seeking to take action by way of written consent must first request the company to set a record date, and also impose more stringent requirements on disclosure. This means that YZi Labs' solicitation of consent for new company directors requires prior approval from the board of directors headed by David Namdar, which procedurally hinders and delays YZi Labs' actions .
On March 24, following YZi Labs' accusations of embezzlement by David Namdar and his board, the CEA Industries board retaliated . CEA Industries stated that YZi Labs' proposed solicitation of consent for new company directors, submitted in January, did not comply with the company's bylaws and would not be registered. CEA Industries' specific reasons were that YZi Labs failed to disclose the number of BNB held by its affiliates and agents, nor the financial relationships between YZi Labs and its agents; and that if YZi Labs controlled the board, it could harm the interests of other shareholders.
As the saying goes, experience matters. From the current perspective, David Namdar has already won this battle for control. All YZi Labs, which has invested a lot of money, can do is condemn, condemn, and condemn again.
Although David Namdar has completely exploited CEA Industries, a look at his X account reveals that his profile picture features him wearing a suit with the Binance logo and a hat that reads "MAKE BNC GREAT AGAIN." His pinned post is still congratulating CZ on being pardoned by the US government. Perhaps from the very beginning, David Namdar treated CZ as an ATM.
On March 20th, Hans Thomas, a key partner of David Namdar and co-founder of 10X Capital, also resigned from his board position at CEA Industries. However, YZi Labs wasn't about to be outmaneuvered. Alex Odagiu, an investment partner at YZi Labs, posted on the X platform, " Hans Thomas is gone, but we're not done yet ..."
