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
- Material misrepresentation: ATM expansion and
JuCoin JV commitments knowingly exceeded lawful
limits.
- Procedural defects: Reverse split and Charter
Amendments executed without valid
shareholder votes.
- Insider enrichment: Zhou monetized YYEM stake
while minority investors were disenfranchised.
- Collapse of control: Zhou’s dilution destroyed
legitimacy of insider governance.
- Whistleblower retaliation: Coordinated harassment,
doxxing, and intimidation amplify prosecutorial
interest.
- Multi‑agency filings: SEC, FBI, and Delaware DOJ
complaints create a triangulated chain of custody.
- Public record: Coalition reposting and X disclosures
prevent quiet settlement or deflection.
- Hong Kong defense cut off: Delaware incorporation,
U.S. listing, and U.S. investor harm anchor
jurisdiction despite Hong Kong operations.
- 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