YZi Labs strikes back: directly targeting the board's "self-protection" and challenging CEA Industries' consent process with the SEC

The corporate governance conflict between YZi Labs and CEA Industries continues to escalate. Recently, YZi Labs issued a public statement accusing the CEA Industries board of directors of systematically restricting shareholder rights through a “poison pill” plan and amendments to the company’s bylaws, thereby weakening investors’ ability to participate in company decisions via written consent. YZi Labs believes these measures are not aimed at protecting shareholder value but rather at consolidating the board’s own control.

In the statement, YZi Labs explicitly states that the aforementioned governance arrangements reduce the company’s transparency and board accountability, damaging the legitimate rights and interests of small and medium shareholders. Based on this stance, YZi Labs has formally submitted a preliminary consent statement to the U.S. Securities and Exchange Commission (SEC), attempting to promote a board structure adjustment through compliance procedures.

This dispute is not limited to corporate governance but also extends to CEA Industries’ digital asset and token strategy. YZi Labs denies the board’s claim that “the company has always adhered to a single token strategy and has never considered other options,” citing a public speech by CEA Industries CEO David Namdar at an industry conference in November 2025 as evidence. It is said that Namdar mentioned the company had evaluated other crypto assets, including Solana, which is clearly inconsistent with the board’s recent statements.

YZi Labs points out that contradictory strategic information makes it difficult for investors to accurately assess the company’s long-term development direction. The organization emphasizes that the initial investment decision was based on a clear and well-defined digital asset strategy, and the current confusion is eroding market trust. Additionally, YZi Labs publicly warns the board not to delay the 2025 annual shareholder meeting further, believing that any additional postponements could raise questions about the fairness of the election and effective oversight.

In the documents submitted to the SEC, YZi Labs proposes expanding the CEA Industries board of directors and pushing for the election of its nominated new directors to restore governance checks and balances and strengthen shareholder representation. The organization calls on investors to thoroughly review and actively participate in voting once the relevant consent documents are made public.

As a family office associated with CZ, YZi Labs has frequently engaged in governance issues of publicly listed companies in recent years. This action once again highlights that in crypto-related listed companies, the struggle over control, transparency, and shareholder rights is intensifying. As digital asset strategies gradually become central to corporate decision-making, similar governance conflicts and proxy fights may become the industry’s new normal.