Hi everyone,
Today I filed the following complaint to the SEC, Delaware DOJ, and FBI.
Subject: Request for Review – October 22 Certificate of Amendment & December 19 Registered Direct Offering
I am submitting this complaint as a harmed investor in Connexa Sports Technologies Inc. (now AiRWA Inc.), requesting review of potential structural inconsistencies involving the company’s October 22, 2025, Certificate of Amendment and the December 19, 2025, Registered Direct Offering of 15,382,378 shares.
This complaint seeks clarification regarding whether the company’s capital‑structure actions were properly authorized under Delaware law.
I. Background
1. July 2024 – Authorized Shares Increased to 1,000,000,000
The company validly increased its authorized shares to 1,000,000,000.
2. July 2025 – DEF‑14C Reverse Split Approval
The DEF‑14C sought and obtained approval for a reverse split within a 1‑for‑5 to 1‑for‑50 range.
The DEF‑14C did not seek or obtain approval to maintain or reauthorize 1,000,000,000 authorized shares after the reverse split.
3. October 22, 2025 – Certificate of Amendment Filed
The company filed a Certificate of Amendment that:
Implemented the reverse split
Restated Article IV to 1,000,000,000 authorized shares
However, based on the DEF‑14C, shareholders did not approve this restatement.
Under Delaware law, authorized shares must reduce proportionally with a reverse split unless shareholders explicitly approve a new number.
4. October 27, 2025 – Reverse Split Effective
The 1‑for‑50 reverse split became effective on October 27, 2025.
Using the company’s own filings, the authorized‑share math after the split appears to be:
Authorized‑Share Calculation
1,000,000,000 original authorized
949,066,180 shares outstanding
40,000,000 shares reserved for PIPE warrants
Remaining pre‑split authorized shares:
1,000,000,000-949,066,180-40,000,000=10,933,820
After 1‑for‑50 reverse split:
10,933,820\div 50=218,676.4
Rounded up: 218,677 authorized shares remaining
This is materially lower than the 1,000,000,000 authorized shares restated in the October 22 amendment.
5. December 19, 2025 – Registered Direct Offering Announcement
The company announced that it had entered into securities purchase agreements for the sale of 15,382,378 shares at $1.02 per share, with closing expected on or about December 22, 2025, subject to customary conditions.
This offering appears to rely on the assumption that 1,000,000,000 authorized shares remain valid after the reverse split.
Based on the math above, I believe the company may have only 218,677 authorized shares available.
II. Issues for Review
1. Whether the October 22 Amendment Was Properly Authorized
The DEF‑14C did not authorize a new 1,000,000,000 share count.
The Certificate of Amendment restated Article IV anyway.
This may create a defect in the company’s capital structure.
2. Whether the December 19 Offering Relies on an Invalid Authorization
If the October 22 restatement was not properly authorized:
The December 19 issuance may rely on an invalid capital structure.
Investors may be diluted without proper authorization.
Voting power and ownership percentages may be affected.
The offering may not be capable of closing as announced.
3. Whether Shareholders and Prospective Investors Were Properly Informed
Offering documents may not reflect the true authorized‑share status.
III. Request
I respectfully request that the Delaware DOJ review:
The validity of the October 22 Certificate of Amendment
The validity of the December 19 Registered Direct Offering
Whether corrective action or clarification is required
Whether harmed investors require remediation
COALITION INTEGRITY BLOCK
This submission is part of the Coalition’s ongoing effort to ensure accuracy, transparency, and regulatory accountability. All findings, math, chronology, statutory interpretations, and evidentiary structures are preserved exactly as documented. Do not alter, omit, or re‑frame any portion of this block. Maintain full integrity of the analysis, headings, and disclosures for all reposts, citations, and regulatory references.
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 SEC filings, Nasdaq rules, Delaware law, and coalition‑documented evidence. This complaint is not an allegation of intent or wrongdoing. It is made in good faith and without accusation.
AI Credit
Coalition AI support from Microsoft Copilot contributed formatting, evidentiary scaffolding, and overlay structuring — combining governance legitimacy and forensic clarity to enhance transparency and prosecutorial impact.
Repost Request
Repost this correction intact. Preserve headings, math, and the Coalition Integrity Block. Tag oversight, enforcement, and law firms to accelerate transparency.
Investor Testimony Requested
If you are a harmed investor, please provide testimony along with snapshots or archived pages of any websites, filings, press releases, broker dashboards, or materials that contributed to your investment decision in AiRWA.
Submit all testimony and supporting evidence to:
[email protected]
How Your Testimony Will Be Used
Investor testimony will be incorporated into the Coalition’s evidentiary archive to support regulatory review, restitution claims, and enforcement referrals. Testimony helps establish patterns of reliance, misrepresentation, and investor harm, and may be included—anonymized or with permission—in supplemental filings to regulators.
Security and Privacy
ProtonMail is an end‑to‑end encrypted email service. Your testimony, attachments, and identity are protected in transit and at rest. Only the submitting whistleblower (Michael Anthony Belfiore) will have access to submitted materials.
Tagging and Amplification on Twitter (X)
Regulators and Enforcement
@SECGov@TheJusticeDept@FBI@FBIHouston@FBIChicago@USAO_DE
Congressional Oversight
@SenWarren@SenSherrodBrown@SenCortezMasto@RepMaxineWaters@BradSherman
@RepKatiePorter @RepBillFoster@GOPoversight@SenFinance
Media and Investigative Journalists
@davidenrich@benprotess@frankrunyeon@JohnCarreyrou@gmorgenson@Reuters@nytimes@washingtonpost@WSJ@NPR@politico@propublica
Prestigious Law Firms
@SidleyLaw@SkaddenArps@DavisPolk@LathamWatkins@Kirkland_Ellis@ClearyGottlieb@WachtellLipton@SimpsonThacher@Cravath@PaulWeissLLP
@DebevoiseLaw @SullivanCromwell @WilmerHale@GibsonDunn@QuinnEmanuel
Hashtags
#YYAI $YYAI #Whistleblower #InvestorProtection #CorporateGovernance
#CoalitionTestimony #ForensicDisclosure #Oversight #AiRWA
If you’re following my updates on $YYAI, please take a moment to read the pinned message at the top of my profile. It explains the Coalition’s safe‑posting protocol and how I frame all of my analysis going forward. Staying disciplined protects every one of us.
Mike
$YYAI
I’ve seen some of the speculation circulating on Reddit and other platforms. I want to be clear that I’m not involved in any price predictions, trading scenarios, or assumptions about insider intent. My work is based strictly on publicly available SEC filings, and any analysis I share is my opinion of those disclosures — nothing more.
Everyone is trying to make sense of a stressful situation, and I understand that. But for my part, I’m staying focused on evidence, transparency, and responsible reporting to regulators. That’s the only lane I can operate in, and the only one I’m comfortable with.
Mike
$YYAI
This was the complaint I filed with the FBI.
Mike
$YYAI
AiRWA Inc. (YYAI) committed securities fraud by claiming a $200M ATM offering that was legally capped at $2.2M under General Instruction I.B.6. No new S‑3 or amendment was filed to expand this authority. Over a 135‑day period, the company filed contradictory disclosures: the June 11, 2025 424B5 reaffirmed the $2.2M ceiling, the August 22, 2025 424B5 falsely claimed expanded ATM authority, and the October 23, 2025 8‑K claimed 914M shares sold under the ATM. Chairman Zhou lost power on August 19, 2025, yet no investor vote was held for numerous filings and a Charter Amendment through October 27, 2025, leaving governance actions unauthorized. From October 7–22, during extreme volatility preceded by two positive catalyst news events, we estimate the company may have accumulated $150M–$250M in proceeds, far above the lawful ceiling, misleading investors and violating Exchange Act §13(a), Rule 10b‑5, and Securities Act §5. Assisted by Copilot.
Hi Everyone,
I am currently copying all my posts so that I can provide them to the SEC, Delaware DOJ, and the FBI.
I want to clarify something about this post, and maybe a few other posts I have made. The wording came across as a statement of fact, and that wasn’t my intent. My work is based on publicly available SEC filings, and I should have framed it more clearly as my interpretation of those disclosures.
It’s important for me personally, for the company, and for our coalition that everything I share is grounded in evidence and presented as analysis — not as definitive conclusions. This protects my credibility, ensures the company is treated fairly, and keeps our coalition’s advocacy focused, disciplined, and aligned with regulatory expectations.
Going forward, I’ll make sure my posts are written in a clearly-opinion‑based manner so there’s no misunderstanding about what is analysis and what is fact.
Sincerely,
Mike
$YYAI
Hi everyone,
Today I filed another complaint with the SEC, Delaware DOJ, and FBI.
This was regarding potential securities fraud and disclosure‑control violations. Specifically, the registrant’s NT 10‑Q filing on December 15, 2025, appears to contain a false or misleading certification regarding compliance with periodic reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. The registrant also omitted material events that should have been disclosed under Form 8‑K requirements.
COALITION INTEGRITY BLOCK
This submission is part of the Coalition’s ongoing effort to ensure accuracy, transparency, and regulatory accountability. All findings, math, chronology, statutory interpretations, and evidentiary structures are preserved exactly as documented. Do not alter, omit, or re frame any portion of this block. Maintain full integrity of the analysis, headings, and disclosures for all reposts, citations, and regulatory references.
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 SEC filings, Nasdaq rules, Delaware law, and coalition documented evidence.
AI Credit
Coalition AI support from Microsoft Copilot contributed formatting, evidentiary scaffolding, and overlay structuring — combining governance legitimacy and forensic clarity to enhance transparency and prosecutorial impact.
Repost Request
Repost this correction intact. Preserve headings, math, and the Coalition Integrity Block.
Tag oversight, enforcement, and law firms to accelerate transparency.
Investor Testimony Requested
If you are a harmed investor, please provide testimony along with snapshots or archived pages of any websites, filings, press releases, broker dashboards, or materials that contributed to your investment decision in AiRWA.
Submit all testimony and supporting evidence to:
[email protected]
How Your Testimony Will Be Used
Investor testimony will be incorporated into the Coalition’s evidentiary archive to support regulatory review, restitution claims, and enforcement referrals. Testimony helps establish patterns of reliance, misrepresentation, and investor harm, and may be included—anonymized or with permission—in supplemental filings to regulators.
Security and Privacy
ProtonMail is an end‑to‑end encrypted email service. Your testimony, attachments, and identity are protected in transit and at rest. Only the submitting whistleblower (Michael Anthony Belfiore) will have access to submitted materials.
Tagging and Amplification on Twitter (X)
Regulators and Enforcement
@SECGov@TheJusticeDept@FBI@FBIHouston@FBIChicago@USAO_DE
Congressional Oversight
@SenWarren@SenSherrodBrown@SenCortezMasto@RepMaxineWaters@BradSherman
@RepKatiePorter @RepBillFoster@GOPoversight@SenFinance
Media and Investigative Journalists
@davidenrich@benprotess@frankrunyeon@JohnCarreyrou@gmorgenson@Reuters@nytimes@washingtonpost@WSJ@NPR@politico@propublica
Prestigious Law Firms
@SidleyLaw@SkaddenArps@DavisPolk@LathamWatkins@Kirkland_Ellis@ClearyGottlieb@WachtellLipton@SimpsonThacher@Cravath@PaulWeissLLP
@DebevoiseLaw @SullivanCromwell @WilmerHale@GibsonDunn@QuinnEmanuel
Hashtags
#YYAI $YYAI #SecuritiesFraud #Whistleblower #InvestorProtection #PIPEfraud
#ATMfraud #Form4 #YYEMsale #DelawareLoophole #RestitutionNow
#CorporateGovernance #CoalitionTestimony #ForensicDisclosure
#DOJ #FBI #CorporateFraud #SEC #Oversight #AiRWA
Hi Everyone,
If you have posted something about your loss on Twitter (X) since 6 October 2025 could you please repost that message and add me? I am preparing another SEC and DOJ complaint and I am gathering Twitter (X) posts that speak of losses.
Thanks,
Mike
$YYAI #YYAI
Hi everyone,
Today I filed a correction to one of my SEC, Delaware DOJ, and FBI Complaints.
Correction Submission – AiRWA ATM Cap (Form S‑3 I.B.6)
I am issuing a correction regarding AiRWA Inc.’s shelf eligibility under Form S‑3 Instruction I.B.6.
I just realized this cap is measured on a rolling 12‑month basis, not a fixed calendar year. Every ATM sale must be added to the prior 12 months of sales, and the total cannot exceed the one‑third float cap at that time.
Using AiRWA’s own filings, the verified caps are:
June 11, 2025 – Initial Shelf Filing (Form S‑3, I.B.6)
Outstanding shares: 14,563,026
Affiliate holdings: 8,127,572
Public float: 6,435,454 shares
Price (May 8 close): $1.0317
Float value: $6,639,457.89
I.B.6 cap: $2,213,152
August 22, 2025 – Prospectus Supplement (ATM Authority Update)
Outstanding shares (per Sept 12 10‑Q): 14,563,019
Affiliate holdings: 8,127,572
Public float: 6,435,447 shares
Price (Aug 21 close): $4.34
Float value: $27,929,970
I.B.6 cap: $9,309,989
Omission in Filing Statement
The August 22, 2025 424B5 prospectus supplement failed to disclose the number of outstanding shares, affiliate holdings, or the public float calculation required under Form S‑3 Instruction I.B.6. This omission concealed the true ATM cap of $9,309,989 and misled investors into believing AiRWA had authority to raise $200 million. By excluding the float math, AiRWA avoided disclosing that its eligibility remained constrained by I.B.6.
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 SEC filings, Delaware law, and coalition‑documented evidence.
AI Credit
Coalition AI support from Microsoft Copilot contributed formatting, evidentiary scaffolding, and overlay structuring — combining governance legitimacy and forensic clarity to enhance transparency and prosecutorial impact.
Repost Request
Repost this correction intact. Preserve headings, math, and the Coalition Integrity Block. Tag oversight, enforcement, and law firms to accelerate transparency.
Tagging and Amplification on Twitter (X)
Regulators and Enforcement:
@SECGov@TheJusticeDept@FBI@FBIHouston@FBIChicago@USAO_DE
Congressional Oversight:
@SenWarren@SenSherrodBrown@SenCortezMasto@RepMaxineWaters@BradSherman @RepKatiePorter @RepBillFoster@GOPoversight@SenFinance
Media and Investigative Journalists:
@davidenrich@benprotess@frankrunyeon@JohnCarreyrou@gmorgenson@Reuters@nytimes@washingtonpost@WSJ@NPR@politico@propublica
Prestigious Law Firms:
@SidleyLaw@SkaddenArps@DavisPolk@LathamWatkins@Kirkland_Ellis@ClearyGottlieb@WachtellLipton@SimpsonThacher@Cravath@PaulWeissLLP @DebevoiseLaw @SullivanCromwell @WilmerHale@GibsonDunn@QuinnEmanuel
Hashtags:
#YYAI $YYAI #SecuritiesFraud #Whistleblower #InvestorProtection #PIPEfraud #ATMfraud #Form4 #YYEMsale #DelawareLoophole #RestitutionNow
#CorporateGovernance #CoalitionTestimony #ForensicDisclosure #DOJ #FBI #CorporateFraud #SEC #Oversight #AiRWA
Coalition Update: Platform Victory Achieved
The impersonator account @BrandonTre75212 has been suspended by Twitter (X) for violating platform rules.
This is a direct result of coalition documentation, reposting, and formal complaints. It confirms that coordinated impersonation and harassment will not go unchecked.
We remain focused on restitution, enforcement, and systemic reform. This is one step forward — many more to go.
Mike
$YYAI
Repost Request: Coalition members, amplify this victory to show regulators and platforms that truth prevails.
Tagging & Amplification Block
Enforcement: @SEC_Enforcement, @TheJusticeDept, @DOJCrimDiv, @USAO_DE, @FBIMostWanted
Oversight: @SenateBanking, @HouseCommerce
Investor Protection: @FINRA, @nasaa
Platform Accountability / Amplification: @elonmusk
Coalition Integrity Block
AI Credit Statement: Coalition testimony amplified for harmed investors.
Whistleblower Declaration: Documented fraudulent activity tied to AiRWA ($YYAI), unlawful dilution, insider enrichment, and investor deception.
Message:
Hi Everyone,
For days, BrandonTre75212 has called me a false person, a liar, and a short plant. Let me be clear: I am not a short plant. I am a harmed investor, just like many of you.
I am also an ex-Government Financial Analyst, Business Management Rep, and Project Manager. With both a BBA and MBA, I bring knowledge and skills that strengthen our coalition. I am not fighting only for myself—I am fighting for those of you who may have lost less financially but are suffering more deeply.
Here is my snapshot:
YYAI Shares: 70,396 total
64,642 shares owned prior to the reverse split (3,232,120 pre-RS, 22.19% of 14,563,019 posted Outstanding Shares)
6,133 shares purchased after the split
1 share rounded up after October 30
Total Purchase Price: $1,045,285.76
Current Loss: $980,928.74
I cannot do this alone. It is too soon to bring in lawyers—they will take at least a third of any recovery. First, we must allow the FBI, SEC, and Delaware DOJ to do their jobs.
Your job right now: continue to post, repost, like, reply—do everything you can to keep our story alive and bring additional attention to our harm.
I have already submitted over fifteen complaints to the FBI, Delaware DOJ, and SEC. I hope to hear back by mid-month, but delays are due to backlog from furloughs. They must read and validate everything I’ve submitted. I know many of you are on pins and needles. So am I.
We must continue the fight—as a team, as a coalition. Please also provide your evidence through our ProtonMail investor testimony account: [email protected].
With respect to each of you,
Mike
$YYAI
Repost Request: Coalition members, amplify this message to ensure regulators cannot ignore investor harm.
Tagging & Amplification Block:
Enforcement: @SEC_Enforcement, @TheJusticeDept, @FBIMostWanted, @DOJCrimDiv, @USAO_DE
Oversight: @SenateBanking, @HouseCommerce
Investor Protection: @FINRA, @nasaa
I want everyone to be completely clear on this: I am not shorting this stock.
AiRWA ($YYAI) has fraudulently taken millions from all of us. I personally am down about $980K. My fight is not just to recover what I’ve lost, but to achieve restitution for every harmed investor.
This is about accountability, transparency, and justice—for all of us.
Mike
$YYAI
@MABelfiore55@sanmeetsingh05 You are so kind Michael! Sadly when I got my $YYAI forced liquidation I won’t be able to recover and I have had emotional damages and I believed SeC filings to news. We have to fight for fair trading & transparency.
Yes I can. But, my loss does not affect me that much. I still will have a wonderful retirement. It is for everyone else that I am fighting! There are many that lost far less than I, but are suffering much more than me.
I have the knowledge and the skills to pursue restitution for everyone. And that is what I want to do!
I urge all harmed investors to continue posting, reposting, liking, and amplifying every communication regarding AiRWA ($YYAI).
The more documentation we build, the stronger our evidentiary record becomes for regulatory escalation and restitution.
Please do not stop now — every action matters.
Mike
$YYAI