Activist flags governance failure

YZi Labs filed a Rule 14a‑12 solicitation on March 23, 2026 that points directly to CEA’s Form 10‑Q and Form 8‑K, both filed March 16, 2026, as the basis for its governance challenge. (sec.gov) CEA’s March 16, 2026 Form 10‑Q discloses an identified material weakness in internal control over financial reporting and states that the roles of CEO and Principal Financial and Accounting Officer were previously held by the same person. (sec.gov) The Transition Agreement filed as an exhibit and effective March 16, 2026 specifies a $375,000 retroactive “make‑up” fee, $50,000 per month through the separation date, and a lump‑sum in lieu of equity equal to 132,000 shares, with the engagement terminating no later than August 31, 2026 if no new CEO or annual meeting occurs. (realdealdocs.com) YZi Labs values that package at roughly $1.98 million using CEA’s March 16, 2026 market price and calls out cash‑in‑lieu equity substitution and retroactive pay in its March 23 press release. (manilatimes.net) The activist also alleges related‑party economics: CEA paid $2.0 million to an asset manager majority‑owned or controlled by director Hans Thomas in the quarter, bringing total payments since June 7, 2025 to about $3.8 million with $0.6 million accrued, according to YZi’s filing notes. (sec.gov) CEA acknowledged receipt of YZi’s record‑date request on March 13, 2026 in an investor notice, and subsequently asserted that YZi’s submission omitted disclosures required under the company’s bylaws and was therefore deficient. (tmcnet.com) A separate investor lawsuit by Abraham Gomez alleging an “operational vacuum” at CEA has been filed in recent weeks, and the company reported a fiscal Q3 net loss of $106.6 million tied to an approximately 28% drop in BNB value, facts that heighten investor scrutiny of the audit and compensation committees. (msn.com)