BNC Governance Clash Deepens Over 10X Disclosure Allegations

Tensions are escalating around Nasdaq-listed CEA Industries (BNC), a company closely linked to the Binance ecosystem through its sizable BNB treasury. Binance-affiliated investment firm YZi Labs has publicly accused asset manager 10X Capital of failing to comply with U.S. securities disclosure rules. The allegations surface amid active negotiations over BNC’s asset management structure, turning what began as a regulatory dispute into a broader governance confrontation.

YZi Labs Targets 10X Capital Over Alleged Reporting Lapses

As outlined in a published blog post, the conflict centers on ownership transparency. YZi Labs alleges that 10X Capital accumulated more than 5% of BNC’s outstanding shares in late 2025 without filing a Schedule 13D, a required disclosure once that ownership threshold is crossed. 

Under U.S. securities law, investors exceeding 5% must promptly notify regulators and the market, allowing stakeholders to assess potential shifts in influence or control.

YZi Labs further claims that 10X Capital may have coordinated with other shareholders without properly disclosing that relationship. It also alleges that 10X Capital founder Hans Thomas, who sits on BNC’s board, failed to submit a required Section 16 filing detailing his initial share ownership as a director.

Alex Odagiu, investment partner at YZi Labs, framed the issue as a matter of compliance discipline, stating that SEC reporting requirements are mandatory obligations for public company directors—not optional administrative formalities.

For crypto markets, the governance dispute carries broader strategic weight. CEA Industries describes itself as managing the world’s largest corporate treasury of BNB. Any shift in oversight, fee structure, or board authority could influence how those digital assets are allocated, managed, or strategically deployed within the broader Binance ecosystem.

The timing adds further tension. One week before the latest accusations, BNC publicly rejected earlier claims by YZi Labs regarding Nasdaq compliance tied to the scheduling of its Annual Meeting of Stockholders. In a February 13 statement, BNC said it remained fully compliant and characterized YZi Labs’ assertions as false and reckless.

BNB Exposure Adds Market Weight to BNC Governance Clash

The conflict intensified when BNC’s Board of Directors proposed amendments to its Asset Management Agreement with 10X Capital. According to the board, it is seeking:

• Lower management fees under the current asset management structure.
• A shorter contractual term for 10X Capital’s mandate.
• More flexible termination provisions.
• Greater discretion for the board in overseeing treasury-related decisions.

Board members described the proposal as part of a broader operational review. Renegotiation became possible after YZi Labs confirmed the termination of a previously undisclosed side agreement that had limited the board’s ability to amend the arrangement with 10X Capital.

YZi Labs has also made its own regulatory disclosures. The firm acknowledged crossing the 5% ownership threshold following share repurchases and later disclosed the formation of a shareholder group. Crossing that level carries legal consequences under both federal securities law and Nevada corporate law, where CEA Industries is incorporated.

From a legal standpoint, federal rules emphasize disclosure and market transparency through filings such as Schedule 13D and Section 16 reports. Nevada law, by contrast, governs shareholder rights, board authority, and procedural mechanisms such as consent solicitations. Ownership stakes above certain levels can materially alter the balance of power in corporate decision-making.

Essentially, the allegations and the board’s effort to revise the asset management agreement suggest deeper disagreements over control and strategic direction. Governance at a publicly listed company with significant BNB exposure is now under heightened scrutiny.