YZi Labs Urged to Disclose a Complete Copy of Secret Side Agreement, Which Remains Secret to this Day
MWN-AI** Summary
CEA Industries Inc. (NASDAQ: BNC) has called on YZi Labs Management Ltd. to fully disclose a highly confidential agreement, termed the "Secret Side Agreement," which remains undisclosed. This agreement was established between YZi Labs and 10X Capital Asset Management LLC. What’s notable is the agreement carries a confidentiality clause, preventing 10X from sharing its contents with various stakeholders, including members of both the pre- and post-PIPE boards of CEA Industries.
Despite only a partial version being released about four months after its execution, crucial details regarding the fees YZi Labs would receive from the management fees paid to 10X have not been revealed. CEA Industries asserts that if the agreement is not what it appears—an actual secret—then YZi Labs should immediately make the complete document public, including the specific fee arrangement that has yet to be disclosed.
This situation has raised questions about transparency and governance within the company, with BNC urging YZi Labs to be forthright, especially as stockholders have a right to comprehensive information regarding financial arrangements that may impact their interests. CEA Industries, focused on managing what is claimed to be the world’s largest corporate treasury of the cryptocurrency BNB, continues to stress the importance of disclosure and accountability from its partners.
The ongoing situation showcases the complexities involved in corporate partnerships and the need for clarity in agreements that affect financial operations. Stakeholders are encouraged to closely monitor developments pertaining to this matter, as it could have significant implications for trust and governance within CEA Industries.
MWN-AI** Analysis
The recent events surrounding YZi Labs and CEA Industries Inc. (BNC) provoke a need for caution among investors, particularly those interested in BNC, which operates within a complex and somewhat opaque financial environment. The call by BNC for YZi Labs to disclose a complete copy of the Secret Side Agreement with 10X Capital raises concerns about governance and transparency. The partial release of the agreement, which omits crucial financial information, particularly YZi Labs' fees from asset management, suggests that stakeholders—including shareholders and board members—lack complete insight into the financial arrangements that may affect their investments.
This lack of transparency could lead to potential risks regarding YZi Labs’ contractual obligations and financial arrangements with 10X. Investors should be wary; any hidden fees or unfavorable terms could adversely impact BNC’s profitability and, consequently, stock performance. Furthermore, the non-disclosure provisions implied in the agreement could signal potential legal troubles ahead, adding to the volatility risk associated with this stock.
In considering a position in BNC, investors are advised to conduct thorough due diligence. Monitoring BNC’s communications about the ongoing situation is critical, particularly for any updates regarding the full disclosure of the Secret Side Agreement. Additionally, examining broader market trends in the BNB treasury management space is essential, as competitive pressures and regulatory changes could impact BNC’s growth trajectory.
Lastly, it may be prudent to wait for greater clarity on these governance issues before making any substantial investment decisions. Given the inherent uncertainties, a cautious approach would mitigate exposure to potential fallout related to governance issues surrounding YZi Labs and its agreements.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Partially disclosed copy hides YZi Labs’ fees
Non-disclosure provision ensured the SSA remained secret
LOUISVILLE, CO, Feb. 24, 2026 (GLOBE NEWSWIRE) -- CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), a growth-oriented company focused on managing the world’s largest corporate treasury of BNB, again called upon YZILabs Management Ltd. (“YZi Labs”) to disclose the full agreement (the “Secret Side Agreement”) between YZi Labs and 10X Capital Asset Management LLC (“10X”):
The Secret Side Agreement is indeed secret: it contained a confidentiality provision that prohibits 10X from disclosing the agreement to any other party—including to the pre-PIPE Board and executives and to the independent members of the post-PIPE Board. The fact is that this agreement was not disclosed to the entire Board, the Company, or its stockholders whatsoever until a partial copy was belatedly released four months following execution. And, that partial copy conveniently failed to disclose the amount of fees YZi Labs was entitled to receive from the asset management fees paid by the Company to 10X.
If the Secret Side Agreement is no “secret,” then YZi Labs should promptly release the full agreement, including the fee schedule-just as we have been asking for months.
About CEA Industries Inc.
CEA Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including building and managing the world’s largest corporate treasury of BNB.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties, including forward-looking statements regarding BNC’s expectations or beliefs regarding the Company’s position as the largest BNB treasury in the world. BNC wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking statements, readers should consider various risk factors, which include, but are not limited to, BNC’s ability to keep pace with new technology and changing market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking statements and the information in this press release is qualified in its entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC, including BNC’s Form 10-Q filed with the SEC on December 15, 2025, Form 10-K filed with the SEC on March 27, 2025, and Form 10-KT filed with the SEC on July 25, 2025, each as may be amended or supplemented from time to time. Copies of BNC’s filings with the SEC are available on the SEC’s website at www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Important Additional Information and Where to Find It
The Company intends to file a consent revocation statement on Schedule 14A, an accompanying YELLOW consent revocation card and other relevant documents with the SEC in connection with YZi Labs’ consent solicitation. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING YELLOW CONSENT REVOCATION CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the definitive consent revocation statement, an accompanying YELLOW consent revocation card, any amendments or supplements to the consent revocation statement and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by scrolling to the “SEC Filings” section of the Company’s website at https://ceaindustries.com/investors.html.
Certain Information Regarding Participants in the Solicitation
The Company, its directors (Anthony K. McDonald, Nicholas J. Etten, Carly E. Howard, Hans Thomas, Annemarie Tierney and Glenn Tyranski) and certain of its executive officers (David Namdar) are deemed to be “participants” (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of consent revocations from the Company’s stockholders in connection with YZi Labs’ consent solicitation. Information about the names of the Company’s directors and officers, their respective interests in the Company, by security holdings or otherwise, and their respective compensation is set forth in the “Information about our Directors” and “Executive Officers” sections in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of the Company’s Transition Report on Form 10-KT for the transition period from January 1, 2025 to April 30, 2025 (the “Form 10-KT”), in Part III, Item 11 – Executive Compensation of the Form 10-KT, in Part III, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-KT and in Current Reports on Form 8-K filed with the SEC on August 8, 2025, October 7, 2025 and November 28, 2025. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 3 and Form 4. Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s consent revocation statement on Schedule 14A and other materials to be filed with the SEC in connection with YZi Labs’ consent solicitation, if and when they become available. These documents will be available at no charge as described above.
CEA Industries Media Inquiries:
Edelman Smithfield
CEA@edelmansmithfield.com
CEA Industries Investor Relations:
james@haydenir.com
FAQ**
How does the non-disclosure provision in the Secret Side Agreement impact BNCWW's corporate governance and transparency with its shareholders regarding the relationship with YZi Labs and 10X Capital Asset Management LLC?
What steps is BNCWW taking to ensure that all board members and stockholders have access to the complete Secret Side Agreement to promote transparency and accountability?
Given the lack of disclosure about the fees YZi Labs is entitled to receive, what assurances can BNCWW provide to shareholders that these fees are in line with industry standards and not detrimental to the company's financial health?
What potential risks could BNCWW face if YZi Labs continues to withhold the full details of the Secret Side Agreement, especially concerning the management of the corporate treasury of BNB?
**MWN-AI FAQ is based on asking OpenAI questions about CEA Industries Inc. (NASDAQ: BNC).
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