YZi Labs Demands Ownership Disclosure from 10X Capital
YZi Labs has publicly called on 10X Capital and its director Hans Thomas to disclose their beneficial ownership of CEA Industries. YZi Labs alleges that the parties have breached SEC reporting requirements by failing to file required forms. The demand highlights an ongoing shareholder dispute and pressure for greater transparency from corporate leadership.
- The dispute is rooted in a "Secret Side Agreement" connected to an Asset Management Agreement (AMA) where CEA Industries pays 10X Capital to manage its digital asset treasury. This side deal allegedly diverted a portion of the management fees from 10X Capital to YZi Labs for undefined services. - SEC regulations require any person or group acquiring over 5% of a company's stock to file a Schedule 13D within five business days, disclosing their intent. YZi Labs' demand alleges that 10X Capital and Hans Thomas failed to make this public filing, which would reveal the nature and extent of their financial interest and any agreements related to the shares. - This conflict follows CEA Industries' 2025 strategic pivot from controlled environment agriculture to a digital asset treasury model, primarily focused on holding BNB. YZi Labs was a cornerstone investor in the $500 million funding round that enabled this shift. - The situation has escalated beyond the disclosure demand into a governance battle, with YZi Labs launching a consent solicitation to expand or reconstitute CEA's board of directors. In response, CEA's board has adopted defensive measures, including a stockholder rights plan. - Prior to this, YZi Labs had already issued a formal notice to 10X Capital in December 2025, alleging mismanagement, lack of transparency, and a threatened abandonment of the BNB-focused strategy that was the basis for the investment. - YZi Labs, formerly known as Binance Labs, rebranded in January 2025 and operates as a private family office for Binance founder Changpeng "CZ" Zhao, managing approximately $10 billion in assets. This transition aimed to create an independent entity, though it maintains close ties to the Binance ecosystem. - Hans Thomas, a director at CEA Industries, is also the founder and CEO of 10X Capital, the firm at the center of the disclosure demand. 10X Capital is a venture capital firm and blank-check company sponsor founded in 2004. - YZi Labs contends it unilaterally terminated the disputed side agreement in December 2025 and provided written notice. However, 10X Capital has expressed doubts to CEA about the termination's effectiveness, which CEA claims is preventing renegotiation of the asset management fees.
