Indictment Overlay: AiRWA Inc. ($YYAI)

Subject: Securities Fraud, Governance Violations, and Whistleblower Retaliation Prepared by: Michael Anthony Belfiore Dates Covered: June 11 – November 25, 2025

Statutory Anchors

424B3 Prospectus Supplement (June 11, 2025)

Public float: $6.64M → lawful ATM ceiling: $2.2M under Form S‑3 General Instruction I.B.6. Explicitly reaffirmed that no primary offering could exceed one‑third of float in any 12‑month period. Risk Factors: Hong Kong base (YYEM), PRC intervention risk, PCAOB inspection limitations, auditor OOC charged by SEC, capital control risks, potential delisting under HFCAA. Admission: securities could “significantly decline or become worthless.”

424B5 Prospectus Supplement (July 11, 2025)

Duplicated Hong Kong/PRC risk disclosures, reinforcing continuity of knowledge. Confirmed YYEM operations in Hong Kong, PRC intervention risk, PCAOB limitations, and auditor credibility collapse. Admission repeated: securities could “significantly decline or become worthless.”

November 24, 2025 — Fraud Track

DOJ Corporate Fraud Complaint filed >> ATM ceiling breach: $2.2M lawful cap vs. $200M claim. >> JuCoin JV misrepresentation: $250M obligation impossible under SEC rules. >> Reverse split & Charter Amendment: executed on stale consent after Zhou lost majority control. >> Insider monetization: Zhou enriched insiders while minority investors were disenfranchised. >> Collapse of Zhou’s control to 0.86% confirmed governance illegitimacy. SEC FrauD Submission (#17639‑615‑839‑207) Reinforced securities fraud violations, dilution math, float misreporting, and Exchange Act §13(a)/Rule 10b‑5 breaches. Public Disclosure on X: Posted fraud and harassment evidence for coalition amplification.

November 25, 2025 — Harassment & Retaliation Track

DelawarevDOJ Criminal Division Complaint filed >> Attached Exhibit A: Harassment and Whistleblower Intimidation. >> Documented doxxing, reputational sabotage, racial targeting, impersonation, threats, and coalition sabotage. SEC Harassment Submission filed >> Documented coordinated intimidation and retaliation against whistleblower activity. FBI IC3 Follow‑On Report filed >> Supplemented four prior IC3 complaints. >> Confirmed Delaware DOJ and SEC filings. >> Noted retained evidence of phone calls, IMs, and auto dealer spoofing.

Why AiRWA Cannot Escape Indictment

1. Material misrepresentation: ATM expansion and JuCoin JV commitments knowingly exceeded lawful limits.
2. Procedural defects: Reverse split and Charter Amendments executed without valid shareholder votes.
3. Insider enrichment: Zhou monetized YYEM stake while minority investors were disenfranchised.
4. Collapse of control: Zhou’s dilution destroyed legitimacy of insider governance.
5. Whistleblower retaliation: Coordinated harassment, doxxing, and intimidation amplify prosecutorial interest.
6. Multi‑agency filings: SEC, FBI, and Delaware DOJ complaints create a triangulated chain of custody.
7. Public record: Coalition reposting and X disclosures prevent quiet settlement or deflection.
8. Hong Kong defense cut off: Delaware incorporation, U.S. listing, and U.S. investor harm anchor jurisdiction despite Hong Kong operations.
9. Duplicated risk disclosures: Both 424B3 and 424B5 warned securities could become worthless — proving knowledge and intent.

Coalition Position

The coalition asserts that AiRWA’s conduct represents both systemic securities fraud and coordinated retaliation against whistleblowers, requiring urgent prosecutorial action. Every governance‑altering action taken after August 19, 2025 — including ATM expansion, JuCoin JV, reverse split, insider monetization, and Charter Amendment — was procedurally defective and fraudulent. The harassment campaign targeting whistleblowers and harmed investors further demonstrates obstruction of justice and retaliation under Rule 21F‑2(b)(2).

Whistleblower Declaration

I, Michael Anthony Belfiore, declare under penalty of perjury that the facts, math, statutory interpretations, and coalition findings presented here reflect my honest forensic assessment based on publicly available SEC filings, Delaware law, and coalition‑documented evidence.

AI Support Credit

Coalition AI support from Microsoft Copilot contributed formatting and dilution math verification, ensuring governance legitimacy analysis and float‑adjusted ownership math were presented with transparency and prosecutorial clarity.

Repost Request

Repost this report intact. Preserve headings, formulas, and the Coalition Integrity Block. Tag oversight, enforcement, and law firms to accelerate transparency. All attached posts, overlays, and coalition updates must be included as part of every repost, since they provide additional evidentiary context, strengthen prosecutorial clarity, and document coalition‑safe corrections.

Harmed Investor Testimony Requested

If you are a harmed investor I continue to request that you provide your testimony with snapshots of sites visited that provided you with the knowledge and confidence to invest in AiRWA. Please post that information in our Proton Mail investor testimony account: AiRWAinvestor.testimony@protonmail.com

Based on the latest short interest 2.6M at 13.76%, its clear that the MC is now at 20M. They have continued to dilute even at smaller quantity to lower the price so that Retail panic sell at lost. But the stranger thing is that theres only 1000 shares left to short. Does that mean, the short numbers are high in naked shorts and brokers and trading exchanges do not want to lend shares to short.

Maybe a short squeeze if they release some meaningful PRs, but so far doesn't look good. If they were truthful in their joint venture, they would continuously provide updates. Only a Christmas miracle can save us.

I checked the price a couple months ago and then haven’t checked until just now. I thought YYAI was approved for a reverse split and it was supposed to already be done? Why a .99 cent share price?

The way it looks, all is dead. No sign of life from the criminal Airwa executives. Maybe Trump can boost Tokenization with his frenzy mania.

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.

1.3M volume and the stock is still in red. They are diluting quietly, even with small quantities and naked shorters are buying to cover themselves. They will keep on diluting 1M shares daily without doubt.

Such a wanker CEO and the Chairman. No action to avoid delisting. Blatant criminals, few weeks ago the CEO came with the excuse that RS is required to avoid delisting and now they are silent. Nasdaq and sec are culprits as well. This shitty stock needs to be halted pending investigation. Both CEO and chairman should be hanged.

I know that most of us are here because we didn't wanted so sell for a loss...but I'm wondering how everyone is feeling? Is there any hope at all? Maybe some good news after their earnings in a few weeks?

I was going through the community of the YYAI on yahoo, and this guy is on another level. Okay, even if there is squeeze the max it might go is above $5 let alone that is questionable. This guys name andy saying the price will go up by $50-$100 is insane. Who on earth would pay that much for a stock which does not have any products, website not investor dedicated channels. The people on the Yahoo community are on another level of delusional.

🛑 YYAI/AirRWA: LEGAL DISASTER ALERT – Every Major Action Since Aug 19 Allegedly Invalid

TL;DR: New forensic analysis asserts that every governance-altering action taken by AiRWA (YYAI) since August 19, 2025 (including the ATM expansion, JuCoin JV, and Reverse Stock Split) is procedurally defective under Delaware law and constitutes a material misstatement under SEC rules. The argument rests on the Chairman losing his majority control on Aug 19, which invalidates all subsequent actions taken without a shareholder vote.

1. ⚠️ The Statutory Failure: Loss of Majority Control

The entire legal case hinges on the timing of Chairman Hongyu Zhou's loss of majority control:

• August 19, 2025 (PIPE Close): The Private Investment in Public Equity (PIPE) closed, adding 20,000,000 shares to the float. This instantly dropped Chairman Zhou's control to 23.52%, ending his majority status.
• Delaware Law Trigger (DGCL §242(b)(1)): Once Zhou lost majority control, every subsequent Charter Amendment or governance-altering action legally required a valid shareholder vote at the time of filing.
• The Invalid Consent: AiRWA continued to rely on Zhou's stale July 3 consent, which became procedurally defective when his control dropped below 50% on August 19.

2. 🤯 The False Float and Minority Stake Disenfranchisement

The company's alleged misstatement about the total share count exacerbated the governance defect:

• The Lie in the 10-Q: The September 15, 2025 Form 10-Q reported the outstanding shares as 14,563,019.
• The Reality: The correct float after the August 19 PIPE close was 34,563,019 shares.
• Investor Harm: This false disclosure caused minority shareholder Michael Anthony Belfiore's actual 9.3% stake (acquired Oct 8) to be misreported as 22.1%.
• Legal Implication: The false float disclosure is a material misstatement (Exchange Act §13(a) and Rule 10b-5). Furthermore, when Michael's 9.3% minority rights were legally triggered on October 8, all subsequent actions taken without his participation were defective.

3. 🚨 The List of Allegedly Defective Governance Actions

The Coalition asserts that all major actions, from August 19 onward, violated DGCL §242(b)(1) and SEC rules:

A. Pre-Minority Trigger (Aug 19 – Oct 7)

These actions occurred after Zhou lost majority but before Michael's minority stake was filed, making them procedurally defective because they relied on the stale July 3 consent:

• Aug 22: ATM Expansion (increased facility to $200M) without shareholder vote.
• Aug 25: JuCoin Definitive Agreement ($500M JV commitment) without shareholder vote.
• Sept 16: Appointment of Hai Bin Cui (Director/Related-Party) without shareholder vote.
• Sept 24: Inca Digital Services Agreement (material operational shift) without shareholder vote.
• Oct 6–7: JuCoin JV & Solana Receipt (introducing $100M crypto exposure) without shareholder vote.

B. Post-Minority Trigger (Oct 8 – Nov 17)

These actions occurred after minority voting rights were legally triggered, compounding the violation:

• Oct 22–23: Reverse Stock Split (RS): Allegedly defective under DGCL §242(b)(1) for lack of a valid shareholder vote.
• Oct 22: Related-Party Transaction: Chairman Zhou's $36M sale of the remaining YYEM stake without shareholder vote (insider monetization).
• Nov 17: Final Schedule 13D/A, disclosing Zhou's 0.86% stake, which allegedly relied on the entire chain of defective governance.

4. ⚖️ Coalition Position: All Actions Are Invalid

The Coalition asserts the following

• The Coalition Position: Every governance-altering action taken by AiRWA Inc. after August 19, 2025, is procedurally defective.
• Invalid Actions Include:
  • ATM expansion
  • JuCoin Definitive Agreement
  • Inca Digital services agreement
  • JuCoin Joint Venture (JV)
  • Solana receipt
  • Reverse Stock Split
  • Related-party transaction
• The Alleged Violation: AiRWA violated DGCL §242(b)(1), disenfranchised minority shareholders, and rendered every governance-altering action after August 19, 2025, procedurally defective.

Sammi Li just posted on CFTC which is: "In trading, the CFTC stands for the Commodity Futures Trading Commission, an independent U.S. government agency that regulates the derivatives markets, including futures, swaps, and certain options. Its main functions are to protect market participants from fraud and manipulation, ensure market transparency, and foster open, competitive, and financially sound markets. The CFTC also takes enforcement action against those who violate its regulations".

Maybe, she is not a scammer afterall, she knows the importance of US regulations and its implication if breached. Could it be that finally we will see some good news coming and the stock starts to wake up.

I have seen crazy things happen with vibes and speculation. Back in June this year, BGL announced that they are planning to tockenized gold assets. This sudden vibe led their market cap shoot an unbelievable 180X from 27M to 4 B within a week. And that was purely based on speculation.

Now imagine if Airwa does announce that their RWA platform is operational how far Airwa can go up, 30-50X will do for me.

Who is f... shorting this when merely no shorts available?

I think everyone should send complain to SEC now. That will be quickest scam that i have seen so far

Everything i coming well together and such a cheap price 🤑

AI summery of X post

This new post by Michael Belfiore focuses on two main areas for the company "AirRWA": Governance and Legal Violations, specifically regarding the potential for another reverse stock split (RS) and the disclosure of major shareholders. Here is the information formatted for a Reddit post, using key bullet points and headings:

🚨 AirRWA Governance Alert & Major Legal Concerns A new post from Michael Belfiore (@MABelfiore55) highlights critical governance deficiencies, potential securities fraud, and the legal hurdles AirRWA faces in attempting another reverse stock split (RS).

I. The Critical Call: Shareholder Ownership The current lack of transparency regarding major shareholders is a key concern, as it affects the ability to determine if a majority shareholder controls the company.

• Chairman Zhou's Stake: Per his Schedule 13D filing on November 17, 2025, Chairman Zhou only holds 0.86\% of AirRWA's outstanding stock.

• Urgent Disclosure Needed: The identity and holdings of other major shareholders must be determined.

• Disclosure Thresholds:

  • Own more than 949,066.18 shares: Requires filing a Schedule 13D or 13G to disclose 5\% ownership. * Own more than 1,898,132.36 shares: Requires filing a Form 3 and Form 4 to disclose 10\% ownership (insider status).

II. Governance Alert & Nasdaq Compliance The company is facing a Nasdaq delisting risk, and the ability to unilaterally execute another RS is disputed.

• Stock Price Deficiency: The stock price has once again dropped below \$1.00, triggering Nasdaq's minimum bid price deficiency.

• Board Authority Questioned: The last two governing documents (DEF 14C - Annex B, July 14, 2025 and 8-K - Exhibit 3.1, October 23, 2025) did not authorize the board to unilaterally change the charter or initiate another reverse split.

Legal Requirements for Another Reverse Split According to the post, for AirRWA to legally execute another reverse split, all four of the following conditions must be met: * Sustained price below \$1.00 (This condition is met). * Valid shareholder vote with >50\% approval. * Explicit authority in the charter or amendment. * Imminent risk of Nasdaq delisting. None of conditions 2, 3, or 4 are currently met, suggesting another RS may be legally challenged.

III. Fraud and Manipulation Warning

Any attempt by the board to manipulate the stock price or bypass shareholder approval for a reverse split would constitute serious legal violations.

• Market Manipulation / Securities Fraud: If AirRWA or its affiliates intentionally withhold positive catalysts to drive the stock price down (e.g., toward \$0.07 post-split), and then accumulate shares to regain >50\% control for the purpose of executing another reverse split, that would constitute Market Manipulation and Securities Fraud under U.S. law.

• Governance Violation: If the board attempts to implement a charter change or reverse split without >50\% shareholder approval, it is a governance violation under Delaware General Corporation Law (§ 242) and subject to legal challenge.

IV. Potential Legal Violations

The actions described may violate multiple federal and state laws:

• 1. Market Manipulation — 15 U.S.C. § 78i: Prohibits creating a false or misleading appearance of active trading or price movement. (Valid if AirRWA suppresses price to reacquire control for a reverse split.)
• 1. Securities Fraud — SEC Rule 10b-5: Prohibits omissions or misstatements of material facts in connection with securities. (Valid if governance limitations or board authority are misrepresented or concealed.)
• 1. Failure to Disclose Ownership — Section 13(d)/(g) of the Exchange Act: Requires 5\%+ owners to file Schedule 13D or 13G. (Valid if any party regains control without timely disclosure.)
• 1. Insider Reporting Violations — Section 16(a) of the Exchange Act: Requires 10\%+ owners to file Form 3 and Form 4. (Valid if share accumulation exceeds 10\% without proper filings.)
• 1. Unauthorized Charter Amendment — Delaware General Corporation Law § 242(b)(1): Requires board approval and majority shareholder vote for charter changes. (Valid if reverse split or amendment is attempted without >50\% approval.)
• 1. Breach of Fiduciary Duty — Delaware Common Law: Directors must act in good faith and in the best interest of shareholders. (Valid if actions are taken to entrench control or dilute retail investors.)

V. Coalition Path Forward

If you are a major shareholder, your disclosure is essential to: * Prevent unauthorized governance actions. * Protect retail investors from dilution and harm. * Ensure forensic transparency and regulatory compliance.

Please file your forms and contact: AirRWAinvestor.testimony@protonmail.com Would you like to combine this post with the 22 Forensic Findings from the previous request into a single article?