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BNC Shareholder Dispute Sparks Governance Tensions

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BNC Shareholder Dispute Sparks Governance Tensions

Binance-affiliated investment firm YZi Labs (formerly Binance Labs) publicly accused asset manager 10X Capital on Wednesday of failing to comply with US securities disclosure requirements. The dispute comes amid broader governance changes at CEA Industries.

In an official blog post, the firm alleged that 10X Capital failed to comply with SEC rules requiring disclosure of ownership stakes once a certain threshold is reached.

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YZi Labs Accuses 10X Capital of Reporting Violations

The dispute centers on CEA Industries, known by its Nasdaq ticker, BNC. The company describes itself as managing the world’s largest corporate treasury of BNB. 

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For crypto market participants, the situation is particularly relevant. BNC’s treasury strategy ties it closely to the Binance ecosystem. Governance or asset management changes at the company could affect how its large BNB holdings are managed.

Both YZi Labs and 10X Capital hold positions in BNC, and recent developments indicated an escalating contest over governance. 

The latest accusations come just one week after BNC publicly refuted earlier claims made by YZi Labs regarding the company’s compliance with Nasdaq rules tied to the timing of its Annual Meeting of Stockholders. In that February 13 statement, BNC said it was fully compliant and rejected what it described as “false” and “reckless” assertions.

In a formal letter addressed to 10X Capital on Wednesday, YZi Labs alleged that the asset manager failed to properly report its ownership stake in CEA Industries.

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Under US securities law, investors who accumulate more than 5% of a public company’s shares must disclose their holdings. That way, other shareholders are aware of potential shifts in influence.

According to YZi Labs, 10X Capital has owned more than 5% of BNC’s shares since late 2025. However, it did not file a Schedule 13D to formally report that stake or disclose that it may have been acting together with other shareholders.

YZi Labs also alleged that 10X Capital founder Hans Thomas, who serves on BNC’s board, did not submit the required SEC filing that directors must complete to disclose their initial share ownership in the company.

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“SEC disclosure rules are not ‘personal preferences’ or ‘optional housekeeping’ – they are the baseline standard and non-negotiable obligations for anyone who wants a seat on a public company Board,” said Alex Odagiu, an investment partner at YZi Labs. “If you cannot manage timely Section 16 filings and clear ownership disclosure, you should not be managing a public company.”

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The allegations surfaced the same day BNC’s Board of Directors announced a proposal to amend its Asset Management Agreement with 10X Capital. 

Governance Stakes Rise Over Asset Deal

In its proposal, the Board said it is seeking lower management fees, a shorter contract term, and more flexible termination provisions. It described the move as part of a broader effort to enhance operational flexibility and long-term value.

It followed what it described as a comprehensive review of the agreement and came after YZi Labs publicly confirmed the termination of a previously undisclosed side agreement with 10X that had restricted amendments to the deal. 

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With that restriction lifted, the Board said it is moving forward with renegotiation discussions.

The developments unfold alongside YZi Labs’ own regulatory filings. The investment firm previously disclosed that it had crossed the 5% ownership threshold following the company’s share repurchases and later formed a shareholder group.

Crossing that threshold is significant under both federal securities law and Nevada corporate law, where CEA Industries is incorporated. 

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While federal rules require disclosure, Nevada law governs shareholder rights and board authority. Ownership levels can affect a shareholder’s ability to initiate actions, such as consent solicitations, or to influence governance decisions.

Against that backdrop, the timing of the disclosure dispute and the Board’s push to revise 10X’s asset management agreement suggest the disagreement may extend beyond regulatory filings. It may also reflect deeper questions over control and strategic direction at the BNB-focused public company.

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Ledn raises $188m with first BTC backed bond sale in asset backed market

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What next as bitcoin drops to $78,000 and Saylor’s bet faces pressure

Ledn, a crypto lending company, has completed the first asset-backed securities (ABS) deal backed by bitcoin collateral, raising $188 million for crypto credit markets.

Asset-backed securities are bonds backed by pools of underlying loans, with investors receiving payments from the cash flows generated by those loans.

Bloomberg reported that the bonds are secured by a pool of more than 5,400 consumer loans issued by the firm, each backed by borrowers’ bitcoin holdings. The loans carry a weighted average interest rate of 11.8%.

The deal includes two tranches, with the investment-grade portion priced at 335 basis points over the benchmark rate. Jefferies served as sole structuring agent and bookrunner, according to Bloomberg.

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Bitcoin’s volatility has been in focus, with the largest cryptocurrency by market capitalization falling as much as 50% over the past four months to as low as $60,000.

The structure employs automated collateral liquidation when thresholds are breached, a feature designed to protect investors during sharp market declines.

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Crypto, TradFi Execs Mingle At Trump Crypto Event

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Crypto, TradFi Execs Mingle At Trump Crypto Event

Trump family-owned Mar-a-Lago was home to traditional finance giants, US government officials and crypto executives in a crypto forum on Wednesday, hosted by the family’s sprawling crypto company.

Coinbase CEO Brian Armstrong and Binance co-founder Changpeng Zhao, who Donald Trump pardoned last year, were at the exclusive World Liberty Forum event alongside Goldman Sachs CEO David Solomon and the heads of the Nasdaq and New York Stock Exchange.

The event saw traditional finance executives and US regulators embrace crypto, with Solomon, a long-time crypto skeptic, saying on stage that he now owns “a little Bitcoin, very little,” according to one of the attendees.

Donald Trump Jr. (left) and Eric Trump (middle) appeared on stage at World Liberty Financial’s event in Mar-a-Lago, Florida. Source: Richard Sieler

“The great irony is this whole world has gone full circle,” Bloomberg reported Eric Trump as saying at the event.

“There’s people in this room that were probably on the opposite side of us, that were canceling bank accounts for us, that were kicking us out of their big banks for no reason other than the fact that my father was wearing a hat that said, ‘Make America Great Again.’”

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Commodity Futures Trading Commission chair Mike Selig, the head of an agency that is pushing to regulate the crypto industry, was also in attendance, along with Republican senators Ashley Moody and Bernie Moreno.

World Liberty announces tokenization tie-up for Trump hotel

World Liberty announced at the event that it has partnered with tokenization firm Securitize, with plans to tokenize loan revenue interests in an upcoming Trump-branded resort in the Maldives.

The company said it was part of a “broader strategy to design, structure, and distribute [World Liberty]-branded tokenized real-world asset offerings.”

Related: Warren warns crypto bailout would enrich Trump family biz: Report

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The Trump Organization said in November that it would tokenize the development of the project, which is being built by real estate developer DarGlobal. The resort is set to be completed in 2030 and feature 100 luxury villas.