CZ Family Office YZi Labs issued a "rectification notice" to 10X Capital: If BNB treasury strategy is not implemented before 12/5, war will begin
YZi Labs, the family office of Binance founder Changpeng Zhao (CZ), officially issued a rectification notice to 10X Capital, accusing the other party of threatening to abandon the originally promised "BNB treasury strategy" only three months after raising US$500 million in PIPE financing. The information was seriously opaque and there was a conflict of interest, causing BNC's stock price to plummet.
(Preliminary summary: CZ plans to take over the troubled BNB reserve company and applies to replace the CEA board of directors in the name of YZi Labs)
(Background supplement: CZ family office YZi Labs announced its support for 10X Capital to establish a BNB reserve company and also plans an IPO Listed)
Contents of this article
YZi Labs Management Ltd. (hereinafter referred to as YZi Labs), a family office owned by Binance founder Changpeng Zhao (CZ), officially issued a "Formal Notice and Demand for Corrective Action" (Formal Notice and Demand for Corrective Action) to 10X Capital Asset Management LLC (hereinafter referred to as 10X Capital) on December 3, and at the same time publicly warned the US Nasdaq-listed company CEA All shareholders of Industries, Inc. (now renamed BNC Network, BNC) accused 10X Capital, as the asset manager of BNC, of seriously damaging the interests of shareholders through a series of "value-destroying behaviors" such as delayed information disclosure, conflicts of interest and mismanagement.
YZi Labs requires that 10X Capital must make immediate rectifications, including strengthening corporate governance, and make a written commitment before December 5 to continue to implement the "BNB Treasury Strategy" originally promised to investors.
From an e-cigarette factory to "the world's largest BNB treasury", it has changed in just a few months
BNC was originally a little-known nicotine e-cigarette equipment manufacturer (CEA Industries). In July 2025, 10X Capital and YZi Labs jointly led a US$500 million PIPE private financing (including US$400 million in cash + US$100 million in crypto assets), successfully transforming BNC into "the world's largest publicly listed BNB treasury company."
At that time, both parties made a clear commitment: Most of the funds will be allocated to the BNB ecosystem as market conditions permit, and an institutional-level BNB investment pipeline will be established. However, just three months later, 10X Capital reported that it planned to completely abandon BNB and switch to other public chains such as Solana, triggering this conflict.
YZi Labs Accusation 1: Threatened to "abandon BNB" in just three months and reneged on its commitment to investors
YZi Labs pointed out that 10X Capital has told multiple market participants that it intends to completely withdraw BNC from the BNB ecosystem and switch to other cryptocurrencies. This move directly violates the Asset Management Agreement (AMA) signed with BNC and the agreement with YZi Labs, and is tantamount to a betrayal of all investors who participated in PIPE because of the "BNB Treasury" in late July.
YZi Labs Accusation 2: The information is extremely opaque, and the stock price plummeted by 87%
BNC has not announced its actual BNB holdings, number of outstanding shares, and net value per share (mNAV), nor has it established a public dashboard. The transparency is far lower than that of its peers. The stock price has plummeted 87% from the high of $57.59 after the announcement on July 28, and even fell 19% from the pre-PIPE price. The performance is far worse than that of similar digital asset treasury companies.
YZi Labs Allegation 3: Serious conflict of interest among 10X Capital executives
BNC’s current CEO David Namdar and director Hans Thomas (both founders of 10X Capital) are accused of refusing to amend the AMA contract that is extremely beneficial to 10X, and at the same time using BNC resources to promote other competing digital asset treasury projects, constituting an obvious conflict of interest and breach of fiduciary duty.
Specific rectification requirements proposed by YZi Labs
- Make a written commitment before December 5, 2025 to continue to implement the BNB treasury strategy and prove that BNB assets have not been improperly disposed of;
- Immediately correct the unreasonable AMA Contract terms;
- Disclose complete operating plans, asset management methods, risk frameworks, regular reports and team information;
- Establish and regularly update market-standard BNB holdings dashboard;
- If 10X Capital does not make corrections, YZi Labs will seek written consent from shareholders to expand the board of directors and re-elect independent directors to regain control of the company (the relevant preliminary solicitation documents have been submitted to the SEC on December 1).
Currently, 10X Capital and BNC have not publicly responded to this matter. Market analysts analyze that if YZi Labs successfully obtains the support of a majority of shareholders, this will become one of the most high-profile "board battles" in the currency circle in recent years, and may also affect the institutional adoption of BNB in the U.S. capital market.
