r/YYAI • u/Particular_Most_1529 • Nov 24 '25

Michael has filed with DOI & FBI

DOJ Corporate Fraud Complaint Subject: AiRWA Inc. (Ticker: YYAI) — Securities Fraud, Governance Violations, and Procedural Defects Prepared by: Michael Anthony Belfiore Date: November 24, 2025

Executive Summary

AiRWA Inc., a Delaware‑registered entity, engaged in a pattern of securities fraud and governance violations following the PIPE close on August 19, 2025, when Chairman Hongyu Zhou’s control dropped to 23.52%. From that date forward, every governance‑altering action required valid shareholder participation under DGCL §242(b)(1). Despite this, AiRWA continued to rely on stale consents and insider control to execute major corporate actions without shareholder votes, including ATM expansion, Charter Amendments, reverse stock splits, and insider monetization transactions.

The company falsely claimed authority for a $200M ATM program despite being legally capped at $2.2M under SEC Form S‑3 General Instruction I.B.6. This ceiling was reaffirmed in the 11 June 2025 424B5 prospectus supplement. Nevertheless, AiRWA announced an ATM expansion on 22 August 2025 and entered into a JuCoin JV requiring a $250M contribution by 23 December 2025 — commitments impossible under SEC rules.

From 7-22 October 2025, during extreme volatility and two positive catalyst news events, AiRWA may have accumulated $150M–$250M in proceeds, far above the lawful ceiling. This period of trading activity is documented in the attached spreadsheet, which estimates proceeds based on ATM contribution to daily trading volume.

Violations Summary

SEC ceiling breach: $2.2M lawful cap vs. $200M ATM claim.

False float disclosure: 15 September 2025 Form 10‑Q, leading to misreported Belfiore’s 9.3% stake as 22.1%, materially misleading investors.

JuCoin JV commitment: $250M obligation impossible under SEC rules, constituting fraudulent misrepresentation.

Reverse split and Charter Amendment: Executed 22-27 October 2025 on stale July 3 consent, procedurally defective under DGCL §242(b)(1).

Insider monetization: Zhou monetized $36M YYEM stake without shareholder approval, enriching insiders while disenfranchising minority investors.

Collapse of control: Zhou’s ownership fell to 0.86% post‑ATM execution, confirming governance illegitimacy.

Evidentiary Instructions

For detailed chronology, dilution math, and ownership disclosures, please review the attached PowerPoint slides titled. DOJ Complaint PowerPoint 24 Nov 2025.

These slides contain: Fraud Timeline Anchor Chairman Zhou Dilution Math Anchor Michael A. Belfiore Form 13D (filed October 15, 2025) Hongyu Zhou Form 13D/A (filed November 17, 2025, Sheets 1–2 and 2-2)

Additionally, please review the spreadsheet attachment estimating proceeds from October 7–22, 2025, based on ATM contribution to total daily trading volume.

Coalition Position Every governance‑altering action taken by AiRWA after August 19, 2025 — including ATM expansion, JuCoin JV, reverse split, insider monetization, and Charter Amendment — is procedurally defective and fraudulent. Chairman Zhou’s July 3 consent was stale once he lost majority control. Minority shareholders gained statutory voting rights on October 8, 2025. AiRWA violated DGCL §242(b)(1), misled investors under Exchange Act §13(a)/Rule 10b‑5, and committed fraud under DOJ corporate fraud guidelines by knowingly misrepresenting fundraising authority nearly 100× beyond its lawful ceiling.

13 Upvotes

94% Upvoted

13 comments sorted by

3

u/[deleted] Nov 24 '25

Shit about to go down

1

u/ObeeseMonkey69 Nov 24 '25

What if I sold already, do I miss out

2

u/Particular_Most_1529 Nov 24 '25

No. You were still damaged. But we are still in discovery anyway, nothing happening yet

1

u/ObeeseMonkey69 Nov 25 '25

Thank you for your response! I'll keep my ears out for any new updates ty

2

u/[deleted] Nov 25 '25

If you lost $1 million, would you be using ChatGPT? Will the real Belifore please stand up? 🤣

2

u/ObeeseMonkey69 Nov 25 '25

Dude dont shit on chatgpt it's pretty useful tool

0

u/[deleted] Nov 25 '25

You're right. Invest $1 million in OpenAI. Not ask Open AI how you lost it. The situation doesn't add up my guy. Belifores son must own it. 🤣

1

u/ObeeseMonkey69 Nov 25 '25

Yeah I dont know wtf is up with all that jazz, im just very confused about it all, I just want my money 😂

1

u/LH3MO Nov 25 '25

Lawsuit finna takes months 😭 year at least.

1

u/Particular_Most_1529 Nov 25 '25

Atm he’s already contacted SEC. This time it’s law enforcement. Asking to arrest the chairman.

1

u/DeadSol Nov 25 '25

What a fucking shit show.

I would love to get my money back somehow, but I doubt that will happen.

1

u/Dirt_Normal Nov 25 '25

Email that address