December 2025 Share Placement
On December 22, 2025, YYAI sold 15,382,378 shares (40.6% of the company) at $1.02 per share to nine accredited investors whose identities remain undisclosed. The purchase price of $1.02 represents a 70.6% discount to the company's cash value of $3.47 per share, suggesting buyers with sophisticated understanding of the company's value and potential catalysts.
| December 2025 Placement Details | Value | Analysis |
|---|---|---|
| Shares Sold | 15,382,378 | Largest single placement in company history |
| Percentage of Company | 40.6% | Significant ownership stake |
| Price Per Share | $1.02 | Below market price at time of sale |
| Gross Proceeds | $15,689,990 | Before placement fees |
| Net Proceeds | $14,773,528 | After fees and expenses |
| Number of Investors | 9 | Accredited investors only |
| Average Investment | ~$1,743,000 | Institutional-size allocation |
| Cash Value at Purchase | ~$3.08/share | Based on ~$129.5M cash / 42.1M shares |
| Discount to Cash | ~67% | Buyers paid $0.33 per $1 of cash |
Investor Profile Analysis
While the identities of the December placement buyers remain undisclosed, the structure of the investment provides clues about the investor profile:
- Institutional Size: Average investment of ~$1.74 million suggests institutional or high-net-worth investors, not retail
- Accredited Status: SEC-compliant placement requires accredited investor qualification
- Discount Tolerance: Willingness to buy at 70% discount to cash suggests sophisticated value investors with catalyst awareness
- JV Focus: Proceeds designated for "previously announced joint venture" suggests investors see value in JuCoin development
The December placement structure mirrors the StablecoinX PIPE structure: sophisticated investors buying at steep discounts with long-term value orientation. The timing (December 2025, just before StablecoinX proxy filing in February 2026) suggests potential coordination or overlapping investor base.
Disclosure Timeline
| Filing Requirement | Threshold | Deadline | Status |
|---|---|---|---|
| Schedule 13D | >5% with activist intent | 10 days post-acquisition | Not filed as of Feb 19, 2026 |
| Schedule 13G | >5% passive ownership | February 14 (annual) | Not filed as of Feb 19, 2026 |
| Form 4 | Insider transactions | 2 business days | N/A if not insiders |
The absence of 13D/13G filings despite >5% ownership positions suggests either:
- Positions were structured to remain below 5% individual thresholds
- Investors are within filing grace periods
- Group definitions were carefully structured to avoid aggregation
Chairman Zhou Ownership
Chairman Hongyu Zhou has invested ~$7.64 million accumulating 5,816,489 shares representing ~13.8% ownership. This includes 162,552 shares from the YYEM acquisition, open market purchases of 1,438,937 shares ($1.86M), and a private placement of 4,215,000 shares at $1.37 ($5.77M). His average cost basis of ~$1.31/share exceeds the current market price, demonstrating conviction in the company's value.
| Chairman Zhou Holdings (Form 4 Verified) | Value | Source |
|---|---|---|
| Total Shares Owned | 5,816,489 | Form 4 filed Jan 22, 2026 |
| Ownership Percentage | ~13.8% | Based on ~42.1M shares outstanding |
| YYEM Acquisition Shares | 162,552 | Nov 2024 reverse acquisition |
| Open Market Purchases (Jan 5-12) | 1,438,937 | ~$1.86M invested at $1.00-$1.41 |
| Private Placement (Jan 21) | 4,215,000 | $5.77M at $1.37/share (8-K) |
| Total Investment | ~$7,640,000 | Sum of all purchases |
| Average Cost Basis | ~$1.31/share | Weighted average |
Zhou Purchase Timeline (Form 4 Verified)
| Date | Shares | Price | Cost | Running Total |
|---|---|---|---|---|
| Nov 2024 | 162,552 | — | YYEM deal | 162,552 |
| Jan 5, 2026 | 16,830 | $1.00 | $16,830 | 179,382 |
| Jan 6, 2026 | 123,088 | $1.02 | $125,550 | 302,470 |
| Jan 7, 2026 | 50,000 | $1.03 | $51,500 | 352,470 |
| Jan 8, 2026 | 139,097 | $1.21 | $168,307 | 491,567 |
| Jan 11, 2026 | 365,426 | $1.23 | $449,474 | 856,993 |
| Jan 12, 2026 | 744,496 | $1.41 | $1,049,739 | 1,601,489 |
| Jan 21, 2026 | 4,215,000 | $1.37 | $5,774,550 | 5,816,489 |
Insider Alignment Implications
- Skin in the Game: Zhou's ~$7.64M investment aligns his interests with shareholders
- Aggressive Accumulation: Seven separate purchases in January 2026 shows strong conviction
- Cost Basis Above Market: Average cost of ~$1.31 suggests he believes the stock is undervalued
- Significant Stake: 13.8% ownership represents material position in the company
Current Ownership Distribution
| Shareholder Category | Shares | Percentage | Notes |
|---|---|---|---|
| Chairman Hongyu Zhou | 5,816,489 | 13.8% | Form 4 verified; ~$7.64M invested |
| December Placement Buyers | 15,382,378 | 36.5% | 9 undisclosed accredited investors |
| January PP (Zhou) | 4,215,000 | 10.0% | Included in Zhou total above |
| Public Float (Estimated) | ~20,900,000 | 49.6% | Available for trading |
| Total Outstanding | ~42,100,000 | 100% | Post-January 2026 placement |
Float Concentration Analysis
With December placement buyers holding 36.5% and Chairman Zhou holding 13.8%, approximately 50% of shares are available for public trading. However, the effective tradeable float may be lower due to undisclosed institutional holdings.
- December Buyers Locked: 15.4M shares likely have holding period restrictions
- Zhou Accumulating: Chairman actively buying, unlikely to sell
- Short Interest: Significant synthetic short position vs available float
- Catalyst Setup: Limited selling pressure combined with upcoming catalysts
Synthetic Short Position Analysis
Analysis suggests significant synthetic short interest in YYAI shares:
| Short Interest Metric | Estimate | Source/Calculation |
|---|---|---|
| Estimated Synthetic Shorts | 20-27 million shares | Volume analysis and FTD data |
| Percentage of Float | 53-71% | Based on 38M float estimate |
| Days to Cover | Significant | Limited daily volume |
If the estimated 20-27 million synthetic short position is accurate, any positive catalyst (StablecoinX vote, partnership announcement, 13G filings revealing institutional buyers) could trigger forced covering. With December placement shares likely restricted and Zhou accumulating, shorts attempting to cover could face limited available shares.
Potential Disclosure Events
Several upcoming events could reveal additional ownership information:
| Event | Timing | Potential Disclosure |
|---|---|---|
| 13G Filing Deadline | February 14, 2026 | December placement buyer identities if >5% |
| 10-K Annual Report | August 2026 | Updated beneficial ownership table |
| Proxy Statement | Before AGM | Shareholder proposals, ownership updates |
Ownership Thesis Implications
The ownership structure supports the investment thesis in several ways:
- Institutional Validation: Nine sophisticated investors paid $15.7M for 36.5% of the company at $1.02/share, validating the deep value thesis
- Insider Alignment: Chairman Zhou's 13.8% ownership and ~$7.64M investment aligns his interests with minority shareholders
- Active Accumulation: Zhou made seven separate purchases in January 2026, demonstrating ongoing conviction
- Catalyst Awareness: The timing of placements (before StablecoinX proxy) suggests buyers may be aware of upcoming developments
- Short Squeeze Setup: High synthetic short interest combined with restricted shares and upcoming catalysts creates squeeze potential
The ownership structure tells a story of sophisticated institutional accumulation at deep discounts and active insider buying. Chairman Zhou's aggressive January 2026 purchases—seven transactions totaling $7.64M—demonstrate conviction that the market hasn't yet priced in upcoming catalysts. The December placement buyers accepted a ~67% discount to cash—suggesting they see catalysts that justify the discount as a buying opportunity.
Next: Valuation Analysis →