UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant
☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under Rule 14a-12 |
CEA INDUSTRIES INC.
(Name of Registrant as Specified in Its Charter)
YZILABS MANAGEMENT LTD.
CHANGPENG ZHAO
MAX S. BAUCUS
DAVID J. CHAPMAN
TERESA MARIE GOODY GUILLÉN
JIAJIN “JANE” HE
ALEX ODAGIU
MATTHEW ROSZAK
LING “ELLA” ZHANG
(Name of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the
appropriate box):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
YZILabs Management Ltd. (“YZi
Labs Management”), together with the other participants named herein, has filed a preliminary consent statement and an accompanying
WHITE consent card with the Securities and Exchange Commission (the “SEC”) to be used to solicit stockholder written
consents to, among other things, expand the size of the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada
corporation (the “Company”) and elect certain persons nominated for election to the Board.
Item 1: On March 16, 2026, YZi Labs Management filed its Amendment No. 3 to the
Schedule 13D with respect to the Company announcing the delivery of its request that the Company set a record date for determining stockholders
entitled to act by written consent without a meeting in order for stockholders to be able to provide written consents for the approval
of the proposals set forth in its preliminary consent statement. A copy of YZi Labs Management’s Amendment No. 3 to the Schedule
13D is attached hereto as Exhibit 1 and is incorporated herein by reference.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
YZILabs Management Ltd. (“YZi Labs Management”), together with the other participants named herein (collectively, “YZi
Labs”), has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and
Exchange Commission (“SEC”) to be used to solicit stockholder written consents to, among other things, expand the size of
the Board of Directors (the “Board”) of CEA Industries Inc., a Nevada corporation (the “Company”) and elect certain
persons nominated for election to the Board.
YZI LABS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS, INCLUDING A WHITE CONSENT CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE,
UPON REQUEST.
The participants in the consent solicitation are expected
to be YZi Labs Management, Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex
Odagiu, Matthew Roszak and Ling Zhang (collectively, the “Participants”).
As of the date hereof, YZi Labs Management directly beneficially
owns 2,150,481 shares of common stock, par value $0.00001 per share (the “Common Stock”). As of the date hereof, YZi Labs
Management holds (i) 7,750,510 shares of Common Stock underlying certain Pre-Funded Warrants (the “Pre-Funded Warrants”),
(ii) 9,900,991 shares of Common Stock underlying certain Stapled Warrants (the “Stapled Warrants”) and (iii) 3,564,359 shares
of Common Stock underlying certain Strategic Advisor Warrants (the “Strategic Advisor Warrants”). Each of the Pre-Funded Warrants,
the Stapled Warrants and the Strategic Advisor Warrants either provide that, or the holder has elected that, the holder shall not have
the right to exercise any portion of any such warrants to the extent that after giving effect to such issuance after exercise, such holder
and certain of its affiliates would be deemed to beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, more than 4.99% of the Company’s then outstanding shares of Common Stock (the “Beneficial Ownership
Limitations”). As of the date hereof, none of YZi Labs Management’s Pre-Funded Warrants, Stapled Warrants or Strategic Advisor
Warrants are currently exercisable, and are not expected within 60 days to be exercisable due to the Beneficial Ownership Limitations.
Mr. Zhao, as the sole director of YZi Labs Management, may be deemed the beneficial owner of the 2,150,481 shares of Common Stock directly
owned by YZi Labs. As of the date hereof, Ms. He may be deemed to beneficially own 2,099,644 shares of Common Stock, including 1,188,120
shares of Common Stock underlying certain Stapled Warrants, and Mr. Odagiu may be deemed to beneficially own 4,918 shares of Common Stock.
As of the date hereof, each of Messrs. Baucus, Chapman and Roszak, and Msses. Goody Guillen and Zhang do not beneficially own any shares
of Common Stock.
