Governance Tensions Rise at BNB Treasury Firm as Major Holders Clash Over SEC Disclosures

Binance-affiliated investment firm YZi Labs (formerly Binance Labs) publicly accused asset manager 10X Capital on Wednesday of failing to comply with US securities disclosure requirements. The dispute comes amid broader governance changes at CEA Industries.

In an official blog post, the firm alleged that 10X Capital failed to comply with SEC rules requiring disclosure of ownership stakes once a certain threshold is reached.

YZi Labs Accuses 10X Capital of Reporting Violations

The dispute centers on CEA Industries, known by its Nasdaq ticker, BNC. The company describes itself as managing the world’s largest corporate treasury of BNB. 

For crypto market participants, the situation is particularly relevant. BNC’s treasury strategy ties it closely to the Binance ecosystem. Governance or asset management changes at the company could affect how its large BNB holdings are managed.

Both YZi Labs and 10X Capital hold positions in BNC, and recent developments indicated an escalating contest over governance. 

The latest accusations come just one week after BNC publicly refuted earlier claims made by YZi Labs regarding the company’s compliance with Nasdaq rules tied to the timing of its Annual Meeting of Stockholders. In that February 13 statement, BNC said it was fully compliant and rejected what it described as “false” and “reckless” assertions.

In a formal letter addressed to 10X Capital on Wednesday, YZi Labs alleged that the asset manager failed to properly report its ownership stake in CEA Industries.

Under US securities law, investors who accumulate more than 5% of a public company’s shares must disclose their holdings. That way, other shareholders are aware of potential shifts in influence.

According to YZi Labs, 10X Capital has owned more than 5% of BNC’s shares since late 2025. However, it did not file a Schedule 13D to formally report that stake or disclose that it may have been acting together with other shareholders.

YZi Labs also alleged that 10X Capital founder Hans Thomas, who serves on BNC’s board, did not submit the required SEC filing that directors must complete to disclose their initial share ownership in the company.

“SEC disclosure rules are not ‘personal preferences’ or ‘optional housekeeping’ – they are the baseline standard and non-negotiable obligations for anyone who wants a seat on a public company Board,” said Alex Odagiu, an investment partner at YZi Labs. “If you cannot manage timely Section 16 filings and clear ownership disclosure, you should not be managing a public company.”

The allegations surfaced the same day BNC’s Board of Directors announced a proposal to amend its Asset Management Agreement with 10X Capital. 

Governance Stakes Rise Over Asset Deal

In its proposal, the Board said it is seeking lower management fees, a shorter contract term, and more flexible termination provisions. It described the move as part of a broader effort to enhance operational flexibility and long-term value.

It followed what it described as a comprehensive review of the agreement and came after YZi Labs publicly confirmed the termination of a previously undisclosed side agreement with 10X that had restricted amendments to the deal. 

With that restriction lifted, the Board said it is moving forward with renegotiation discussions.

The developments unfold alongside YZi Labs’ own regulatory filings. The investment firm previously disclosed that it had crossed the 5% ownership threshold following the company’s share repurchases and later formed a shareholder group.

Crossing that threshold is significant under both federal securities law and Nevada corporate law, where CEA Industries is incorporated. 

While federal rules require disclosure, Nevada law governs shareholder rights and board authority. Ownership levels can affect a shareholder’s ability to initiate actions, such as consent solicitations, or to influence governance decisions.

Against that backdrop, the timing of the disclosure dispute and the Board’s push to revise 10X’s asset management agreement suggest the disagreement may extend beyond regulatory filings. It may also reflect deeper questions over control and strategic direction at the BNB-focused public company.