Poison Pill Fight Over BNB Treasury

A high-profile management dispute has erupted within the crypto-linked treasury play, drawing on old Wall Street tactics for the digital asset.
On January 5, 2026, Changpeng Zhao’s family office, YZi Labs, said reviews recent decisions by CEA Industries after the Nasdaq-listed company, now trading as BNC, put in place a shareholder rights plan and tightened its written consent rules.
Both moves come as YZi pushes changes across the board.
Fighting is not about ideas. It is about whether the company has delivered on its strategy.
CEA pitched its 2025 plan as a way to transform the company into a listed entity that could establish a large BNB treasury.
Dominance War Alert: YZi Labs vs CEA Industries. ⚖️
YZi Labs is pushing back against “poison pill” defenses and concentration tactics. The crux of the argument? Possible changes in Solana properties.
Activist investors aren’t just looking at balance sheets anymore—they’re…
– BTC News 2 Trade 🚀 (@btcnews2trade) January 6, 2026
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What Is YZi Labs Accusing The CEA Board Of Doing With The Poison Pill?
According to Nasdaq, it is protected $500M private placement, with an option to increase the value to $1.25 B if all warrants are exercised.
But the stock is not standing still. BNC it is closed near $6.41 on January 5, well below its 52-week high of $82.88. That’s about a 92% drop.
BNB, on the other hand, traded around $912 during the same period.
In its statement, YZi described the new measures as “unfriendly actions,” saying the board prefers protection over accountability.
The company says the company should focus on restoring shareholder rights and providing a clear understanding of net asset value and overall strategy.
YZi has gone through the approval process to push for changes to the board and management structure. We have made the effort as a matter of fundamental rights, especially after the great loss of equity value.
The CEA board offered a different view. In a to fill with the SEC, the company said the rights plan is a common tool used to stop any party from gaining control without paying a fair premium.
And, it noted that the YZi group reported a 7.0% stake, and warrants that could increase its position significantly if exercised.
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How Will Upcoming SEC Filings Halt the Dispute’s Outcome?
The rights program will come into effect if any non-accredited investor passes on a 15% stake. Once activated, other shareholders will be able to buy the stock at a 50% discount.
The revised bylaws also add new steps for requesting a permit, including a required record date and a 60-day window to complete the process.
The company has hit back at widespread criticism of the YZi.
The BNC said it remains committed to its BNB treasury strategy and reported holdings of 515,554 BNB worth an estimated $464.6M as of December 4, based on figures from its dashboard.
YZi rejects that idea. It says that many shareholders are concerned that the company is deviating from its stated plan and that the new management methods may make it difficult to maintain responsible leadership.
In public markets, the conflict provides the first test of how crypto-treasury strategies hold up under pressure.
Token exposure is easy to measure, but stock performance depends on governance, disclosure, capital structure, and how willing the board is to accept or push back against shareholder demands.
The following markers are nearby. Investors are waiting for the BNC to set a date for its 2025 annual meeting, and the next wave of SEC filings from both sides.
Each camp now competes for votes and control over the issue that investors choose to trust.
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Key Takeaways
YZi described CEA’s new measures as “shareholder-unfriendly actions.”
In public markets, the conflict provides the first test of how crypto-treasury strategies hold up under pressure.
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