YZi Labs pushes CEA Industries (BNC) board expansion in proxy fight
Rhea-AI Filing Summary
YZi Labs Management Ltd. has filed a preliminary consent statement to solicit written consents from CEA Industries Inc. stockholders to expand the company’s Board of Directors and elect its own nominees. The group is using a WHITE consent card to support these proposals.
YZi Labs highlights public communications, including a Cointelegraph article and social media posts by nominee Ella Zhang, emphasizing protecting CEA Industries (BNC) shareholder rights and the BNB ecosystem’s integrity. YZi Labs Management reports beneficial ownership of 2,150,481 shares of common stock and additional large warrant positions that are currently not exercisable due to a 4.99% beneficial ownership limitation, while certain other proposed directors report minimal or no share ownership.
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Insights
Activist group seeks to reshape CEA Industries’ board via consent.
YZi Labs Management is pursuing a consent solicitation to expand the Board of Directors of CEA Industries Inc. and seat its own nominees. This represents an organized attempt by a significant shareholder group to gain influence over board composition without waiting for the next annual meeting.
The filing details YZi Labs Management’s stake of 2,150,481 common shares and sizeable warrant positions that are constrained by a 4.99% beneficial ownership cap. Other participants, including Changpeng Zhao and several board nominees, are listed with either limited or no current share ownership, which may matter to investors evaluating alignment with existing shareholders.
This development can affect control and strategic direction depending on how many stockholders return WHITE consent cards. The outcome will be determined by written consents gathered following the preliminary consent statement, and future company communications and filings will show whether the proposed board changes gain sufficient support.
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 § 240.14a-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 all boxes that apply):
| ☒ | No fee required |
| ☐ | 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 January 8, 2026, Cointelegraph published an article, which was posted on Cointelegraph’s website and included the following statements from YZi Labs Management:
In a statement shared with Cointelegraph, a YZi spokesperson confirmed that its top priorities are to protect CEA Industries (BNC) shareholder rights and to “promote the integrity and the value of the BNB ecosystem” in a manner that is compliant with the SEC requirements on filings and disclosures.
“We appreciate Cointelegraph and the community’s continued attention to our public announcements and SEC filings,” the spokesperson said.
Source: Cointelegraph. Cointelegraph is not a party to and has not endorsed YZi Labs Management’s proxy solicitation and has not consented to the use of the article in YZi Labs Management’s proxy solicitation.
Christina Comben for Cointelegraph.
Item 2: Also on January 8, 2026, Ella Zhang posted the following materials to social media:
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 Mses. Goody Guillen and Zhang do not beneficially own any shares of Common Stock.
FAQ
What is YZi Labs trying to do at CEA Industries (BNC)?
YZi Labs Management Ltd. and its affiliated participants are soliciting written consents from CEA Industries stockholders to expand the size of the Board of Directors and to elect their own slate of director nominees using a WHITE consent card.
Are YZi Labs’ CEA Industries warrants currently exercisable?
No. The filing states that none of YZi Labs Management’s Pre-Funded, Stapled, or Strategic Advisor Warrants are currently exercisable and are not expected to be exercisable within 60 days because of the 4.99% beneficial ownership limitation.
Who are the participants in the YZi Labs consent solicitation for CEA Industries (BNC)?
The expected participants include YZi Labs Management Ltd., Changpeng Zhao, Max Baucus Sieben, David James Chapman, Marie Teresa Goody Guillené, Jiajin He, Alex Odagiu, Matthew Roszak, and Ling Zhang.
Where can CEA Industries (BNC) investors find the full YZi Labs consent materials?
YZi Labs advises stockholders to read the consent statement and related materials, including the WHITE consent card, which will be available at no charge on the SEC’s website at http://www.sec.gov, and from the participants upon request.