BNC’s shareholder dispute has led to management tensions.
Binance-affiliated investment firm YZi Labs (formerly Binance Labs) on Wednesday publicly accused asset manager 10X Capital of failing to comply with US securities disclosure requirements. The dispute comes amid wider management changes at CEA Industries.
In a public blog post, the company alleged that 10X Capital failed to comply with SEC rules requiring disclosure of ownership stakes after reaching a certain threshold.
Sponsored
They accused YZi Labs of reporting 10X Capital violations.
The dispute centers on CEA Industries, known by its Nasdaq ticker, BNC. The company describes itself as managing the world's largest BNB corporate treasury.
For crypto market participants, the situation is particularly important. BNC's treasury strategy ties it closely to the Binance ecosystem. Changes in management or asset management within the company may affect how large BNB holdings are managed.
Both YZi Labs and 10X Capital hold positions in BNC, and recent developments point to increasing competition for management.
The latest allegations come a week after BNC publicly denied claims earlier made by YZi Labs that the company violated Nasdaq rules tied to the timing of its annual shareholder meeting. In that February 13 statement, the BNC said it was in full compliance and rejected what it described as “lies” and “indifference.”
In a formal letter to 10X Capital on Wednesday, YZi Labs said the asset manager failed to properly report its ownership stake in CEA Industries.
Under US securities law, investors who own more than 5% of a public company's stock must disclose their holdings. This way, other stakeholders are aware of potential changes in influence.
According to YZi Labs, 10X Capital will own more than 5% of BNC shares as of the end of 2025. But it has not filed a Schedule 13D to regularly report that stake or disclose whether it is working with other shareholders.
YZi Labs also alleges that 10X Capital founder Hans Thomas, whose directors serve on BNC's board, failed to file a required SEC filing to disclose their initial share ownership in the company.
“The SEC's disclosure rules are not ‘personal preferences' or ‘optional housekeeping' — they are a baseline and non-negotiable obligation for anyone seeking a seat on a public company board,” said Alex Odagieu, investment partner at YZi Labs. “If you can't manage your Chapter 16 filings in a timely manner and make your ownership disclosures clear, you shouldn't be managing a public company.”
Sponsored
The lawsuit came on the same day that BNC's board of directors announced a proposal to amend its asset management agreement with 10X Capital.
Administrative problems have increased in property negotiations.
In its proposal, the board said it wanted lower management fees, shorter contract terms and more flexible termination provisions. He described the move as part of a broader effort to increase operational flexibility and long-term value.
What is being described as a comprehensive review of the deal comes after YZi Labs publicly confirmed the termination of a previously undisclosed side agreement with 10X that would limit revisions to the deal.
Sponsored
With the suspension lifted, the board said it is moving to renegotiate.
The developments are accompanied by YZi Labs' own regulatory filings. The investment firm has previously announced the formation of a shareholder group, exceeding the 5% ownership level following the company's stock purchases.
Crossing that threshold is important under both federal securities law and Nevada corporate law, under which CEA Industries is incorporated.
While federal laws require disclosure, Nevada law governs shareholder rights and board powers. Ownership levels can affect the ability of shareholders to initiate actions such as licensing requests or to influence management decisions.
Against that backdrop, the timing of the disclosure debate and the board's push to amend 10X's asset management agreement suggest the conflict may extend beyond regulatory filings. It may also reflect deeper questions about the control and strategic direction of a public company focused on BNB.
