Michael Belfiore

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Michael Belfiore

Michael Belfiore

@MABelfiore55

Now a retired private investor. Love to dance, travel, and work out. Prior Financial Analyst, Metrology Project Manager and Instructor with Lockheed Martin

Edgecliff Village, Texas Katılım Temmuz 2017
50 Takip Edilen289 Takipçiler
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Michael Belfiore
Michael Belfiore@MABelfiore55·
For clarity: all of my posts about AiRWA ($YYAI) are based solely on publicly available SEC filings and other public disclosures. Nothing I share should be interpreted as a statement of fact about wrongdoing, intent, or future outcomes. My posts reflect my analysis and opinion of the information in the public record. I do not make predictions, price targets, or allegations. I do not provide financial advice. I do not claim insider knowledge. I do not assign motives to any individual or company. My goal is simple: to document what is publicly disclosed, present my interpretation responsibly, and support regulators in evaluating the facts. I operate in good faith, and I encourage others to do the same. We analyze filings. We document patterns. We present opinions. Coalition Integrity First. Mike $YYAI
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, I’m consulting with counsel, so I’m keeping public commentary limited for now. Thanks for your concern, Mike
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Michael Belfiore
Michael Belfiore@MABelfiore55·
P.S. I still own all of my shares.
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, Just want to touch basis with everyone. I filed my final package with the SEC this morning. I am now working on gathering all the information I need to develop a Class Action Civil Litigation Case. I have not hired a lawyer yet and I still want the Government to do their job and bring enforcement on AiRWA before engaging with a Class Action Lawsuit. Mike $YYAI
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, Hope you are enjoying a wonderful holiday season. Based on my analysis: Current OS ≈ 37,927,432 (424B5) Cash as of Christmas ≈ $124M (Q10 + 424B5 RDO + extra ATM) Est. shareholder value ≈ $183.7M (Oct 31 value + ATM + $14.77M RDO) Current Book Price ≈ $4.84/share JuCoin JV requires $250M; current cash ≈ $123.8M → short $126.2M Mike Coalition Integrity Block This submission is part of the Coalition’s ongoing effort to support accuracy, transparency, and regulatory accountability. All findings, math, chronology, 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, calculations, 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 organizational structuring to enhance clarity and transparency. 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: AiRWAinvestor.testimony@protonmail.com How Your Testimony Will Be Used Investor testimony will be incorporated into the Coalition’s evidentiary archive to support regulatory review and investor-protection efforts. Testimony helps establish patterns of reliance, disclosure gaps, and investor harm, and may be included — anonymized or with permission — in supplemental materials submitted 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 @Nasdaq @FINRA 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
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, I filed formal urgent‑action complaints today with the SEC (#1766‑594‑842‑212), the Delaware Department of Justice, FINRA, and Nasdaq after reconstructing AiRWA’s public filings and identifying major discrepancies that investors could not have detected from the Company’s disclosures alone. My analysis—based entirely on public filings—shows: • inconsistent and unreconciled outstanding share counts • undisclosed dilution before and after the reverse split • missing reconciliation of ATM, PIPE, and rounding shares • governance changes and loss of majority control not reflected in filings • offering activity conducted while key eligibility requirements were not met • material cash movements and related‑party transactions lacking clear disclosure Investors deserve accurate filings, transparent capitalization, and truthful reporting. I will continue cooperating with regulators as they review the evidence I’ve submitted. Sincerely, Mike Coalition Integrity Block This submission is part of the Coalition’s ongoing effort to support accuracy, transparency, and regulatory accountability. All findings, math, chronology, 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, calculations, 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 organizational structuring to enhance clarity and transparency. 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: AiRWAinvestor.testimony@protonmail.com How Your Testimony Will Be Used Investor testimony will be incorporated into the Coalition’s evidentiary archive to support regulatory review and investor‑protection efforts. Testimony helps establish patterns of reliance, disclosure gaps, and investor harm, and may be included—anonymized or with permission—in supplemental materials submitted 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 @NASDAQ 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
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, Just filed my 21st complaint with the SEC and Delaware DOJ. Will also file with FBI and FNRA. The SEC Report Number is 17665-560-463-802. Will also examine the Q10 tomorrow. Sincerely, Mike
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, Just filed my 20th complaint to the SEC and copied the Delaware DOJ. Will also file with FBI and FNRA. The SEC Report Number is 17664-336-108-760 Sincerely, Mike SEC ENFORCEMENT — DETAILED MASTER COMPLAINT Subject: Materially Defective Securities Offering, False/Misleading Offering Documents, Delinquent Filings, Stale Financials, Auditor Integrity Failures, and Structural Capital Defects — AiRWA Inc. (formerly Connexa Sports Technologies Inc.) I. Introduction I respectfully submit this complaint regarding a materially defective securities offering conducted by AiRWA Inc. (NASDAQ: YYAI), formerly Connexa Sports Technologies Inc., on December 18, 2025, pursuant to a Form S‑3 shelf registration and a Form 424B5 prospectus supplement. The offering appears to have violated Section 5, Section 17(a), Section 10(b), Rule 10b‑5, Regulation M, and General Instruction I.B.6 of Form S‑3. The Company executed the offering while delinquent on its Form 10‑Q, relied on stale financial statements, misstated its outstanding share count, omitted material risks, failed to disclose auditor instability, and used a prospectus that was not current, accurate, or complete. The placement agent, A.G.P., distributed securities under a defective prospectus, raising additional concerns under Regulation M and FINRA rules. II. Summary of Core Violations 1. Section 5 — Unlawful Sale of Securities Using a Defective Prospectus The December 18, 2025 offering was executed using a Form 424B5 that was: - Not current (issuer was delinquent on its Form 10‑Q) - Not accurate (incorrect share count, incorrect float, incorrect capital structure) - Not complete (omitted PIPE warrants, omitted derivative components, omitted risk factors) - Not compliant with Regulation S‑K and S‑X A prospectus must contain current, accurate, and complete information at the time of sale. This prospectus did not. 2. Rule 10b‑5 — Material Misstatements and Omissions The offering documents contained multiple material misstatements and omissions, including: - Incorrect outstanding share count - Incorrect public float - Omission of PIPE warrants and derivative components - Omission of auditor instability (OOC → B&A → Enrome) - Omission of PCAOB inspection risk - Omission of capital‑structure defects - Omission of delinquent 10‑Q - Omission of stale financials - Omission of internal‑control weaknesses - Omission of risks related to the Acquisition and reverse split These omissions rendered the offering documents materially misleading. 3. Failure to File — Delinquent Form 10‑Q The Company filed an NT 10‑Q on December 15, 2025, establishing a December 20 deadline. No Form 10‑Q was filed before the offering. The Company sold securities while delinquent, which: - Violates S‑3 eligibility - Violates the requirement for current information - Renders the 424B5 defective - Invalidates reliance on General Instruction I.B.6 4. Stale Financials — Regulation S‑X Violations The financial statements incorporated into the 424B5 were stale and non‑compliant with SEC timeliness requirements. The Company did not have current financials available at the time of sale. 5. General Instruction I.B.6 Violations The Company exceeded the one‑third public float limitation. The offering was not eligible to proceed under I.B.6. 6. Auditor Integrity Failures The Company relied on financial statements audited by OOC, which: - Was charged by the SEC for aiding and abetting securities fraud - Was dismissed due to those charges - Audited both Connexa and YYEM - Introduced material reliability concerns The Company did not disclose: - The auditor’s SEC charges - The impact on financial statement reliability - The need for potential restatements - The PCAOB inspection risks These omissions are material. 7. Capital Structure Defects Evidence indicates: - The October 22, 2025 Certificate of Amendment increasing authorized shares to 1 billion may be invalid - Written consents may be defective - The reverse split may not have been properly implemented - Outstanding share counts do not reconcile - Dilution events (PIPE, ATM, RDO) may have been executed without valid authorization If the capital structure is defective, the offering is voidable. 8. Regulation M Concerns — A.G.P. A.G.P. acted as placement agent despite: - A defective prospectus - Delinquent filings - Stale financials - Inaccurate share counts - Omitted derivative components The 424B5 also included language enabling: - Short‑sale transactions - Derivative hedging - Borrowing of shares - Settlement using unregistered securities These raise potential Regulation M issues. III. Factual Background A. Timeline - Oct 31, 2025 — Quarter ends - Dec 15, 2025 — NT 10‑Q filed - Dec 18, 2025 — 424B5 filed and offering executed - Dec 20, 2025 — 10‑Q deadline passes - No 10‑Q filed before or during the offering B. Offering Details - 15,382,378 shares sold - $1.02 per share - A.G.P. as sole placement agent - No disclosure of PIPE warrants - No disclosure of derivative components - No disclosure of auditor issues - No disclosure of capital‑structure defects IV. Legal Analysis A. Section 5 The offering was unlawful because the prospectus was: - Not current - Not accurate - Not complete B. Rule 10b‑5 Material omissions include: - Delinquent filings - Stale financials - Auditor charges - Capital‑structure defects - PIPE warrants - Derivative mechanics - PCAOB risks C. Regulation M A.G.P. may have: - Distributed securities under a defective prospectus - Facilitated short‑sale or derivative transactions D. I.B.6 The Company exceeded the one‑third float limit. V. Requested SEC Actions I respectfully request that the SEC: 1. Open a formal enforcement investigation into the December 18, 2025 securities offering conducted by AiRWA Inc. while delinquent on its Form 10‑Q, using a materially defective Form 424B5 prospectus supplement, and relying on stale, incomplete, and misleading disclosures. 2. Review whether the Company violated Section 5 of the Securities Act by selling securities using a prospectus that was not current, accurate, or complete, and by conducting an offering while ineligible to use Form S‑3 due to delinquent filings. 3. Review whether the Company violated Section 10(b) and Rule 10b‑5 through material misstatements and omissions in the S‑3, the 424B5, and related disclosures, including inaccurate share counts, omitted PIPE warrants, omitted auditor issues, omitted PCAOB risks, omitted capital‑structure defects, and omitted delinquent filings. 4. Review whether the Company violated General Instruction I.B.6 of Form S‑3 by exceeding the one‑third public float limitation and conducting an offering without meeting the eligibility requirements. 5. Review whether the Company violated Regulation S‑X by incorporating stale financial statements and failing to provide current financial information at the time of the offering. 6. Review whether the Company violated Regulation M through the placement agent’s distribution of securities under a defective prospectus and through offering‑document language enabling short‑sale, derivative, or hedging transactions during the distribution period. 7. Review whether the Company’s capital structure was valid including whether the October 22, 2025 Certificate of Amendment increasing authorized shares to 1 billion was properly approved under DGCL §242(b)(1), whether written consents were valid, and whether the Company had sufficient authorized shares to conduct the offering. 8. Review whether the Company’s auditor‑related disclosures were materially misleading given that OOC was charged by the SEC for aiding and abetting securities fraud, audited both Connexa and YYEM, and was dismissed due to those charges, yet the Company continued to rely on OOC‑audited financial statements without adequate disclosure. 9. Review whether the Company’s internal controls and governance processes have failed as evidenced by delinquent filings, inconsistent share counts, auditor turnover, and inability to produce timely financial statements. 10. Require corrective disclosures including updated financial statements, corrected share counts, auditor‑related disclosures, capital‑structure clarifications, and full disclosure of all dilution events (PIPE, ATM, RDO). 11. Consider trading suspension or other protective measures until accurate, complete, and current information is available to the market. 12. Consider investor‑protection remedies including rescission rights for investors who purchased securities in the December 18, 2025 offering based on materially defective offering documents. 13. Coordinate with FINRA and other regulators regarding the placement agent’s conduct, potential Regulation M issues, and any related distribution violations. 14. Review whether any individuals knowingly or recklessly approved, certified, or disseminated materially misleading offering documents and whether such conduct warrants civil penalties, officer‑and‑director bars, or other remedies. VI. Closing I appreciate the Division’s attention to this matter and am available to provide supporting documentation, timelines, and evidentiary materials upon request. Respectfully submitted, Michael Anthony Belfiore Harmed Investor & Whistleblower Edgecliff Village, Texas mabelfiore55@yahoo.com (817) 448‑4451 SEC DIVISION OF CORPORATION FINANCE — MASTER DISCLOSURE COMPLAINT Subject: Request for Filing Review — Material Deficiencies in AiRWA Inc. (NASDAQ: YYAI) Form S‑3 Shelf Registration and December 18, 2025 Form 424B5 Prospectus Supplement I. Introduction I respectfully request that the SEC Division of Corporation Finance review the Form S‑3 shelf registration and Form 424B5 prospectus supplement filed by AiRWA Inc. (formerly Connexa Sports Technologies Inc.) in connection with the Company’s December 18, 2025 securities offering. Based on the Company’s public filings, the offering appears to have been conducted using a prospectus that was not current, not accurate, and not complete, in violation of the Securities Act, Regulation S‑K, Regulation S‑X, and the eligibility requirements of Form S‑3. This submission focuses exclusively on disclosure deficiencies, filing defects, and compliance issues that fall within CorpFin’s jurisdiction. II. Summary of Disclosure and Filing Deficiencies 1. Delinquent Form 10‑Q (Failure to File) - The Company filed a Form 12b‑25 (NT 10‑Q) on December 15, 2025, establishing a December 20 deadline. - No Form 10‑Q was filed before the December 18 offering. - The Company conducted an offering while delinquent, rendering the 424B5 non‑current and non‑compliant. 2. Stale Financial Statements (Regulation S‑X) - The financial statements incorporated into the S‑3 and 424B5 were stale under SEC timeliness requirements. - The Company did not have current financials available at the time of sale. 3. Inaccurate Outstanding Share Count - The 424B5 included an incorrect number of outstanding shares. - The Company’s public float and S‑3 eligibility calculations were therefore inaccurate. 4. Omission of PIPE Warrants and Derivative Components - The S‑3 disclosed only 2,024 warrants outstanding. - The Company did not disclose or register the PIPE warrants, derivative components, or anti‑dilution features associated with prior financing transactions. - These omissions materially affect the Company’s capitalization table. 5. Omission of Auditor‑Related Risks - The Company relied on financial statements audited by OOC, which was charged by the SEC for aiding and abetting securities fraud. - The Company dismissed OOC, hired B&A, then dismissed B&A and hired Enrome. - These auditor changes and associated risks were not adequately disclosed. 6. Omission of PCAOB Inspection and Reliability Risks - The Company did not disclose the impact of OOC’s SEC charges on the reliability of previously audited financial statements. - No disclosure was provided regarding potential restatements or reaudits. 7. Capital Structure Uncertainty - The October 22, 2025 Certificate of Amendment increasing authorized shares to 1 billion may be defective under DGCL §242(b)(1). - The Company did not disclose: - Whether the amendment was valid - Whether written consents were proper - Whether the Company had sufficient authorized shares for the offering 8. Incomplete Risk Factor Disclosure The 424B5 omitted material risks, including: - Delinquent filings - Auditor instability - PCAOB risks - Capital‑structure defects - Dilution risks - Reverse‑split risks - Integration risks related to the Acquisition 9. Form S‑3 Eligibility Concerns (General Instruction I.B.6) - The Company exceeded the one‑third public float limitation. - The Company was not eligible to use the S‑3 at the time of the offering. 10. Incomplete Description of Securities - The S‑3 did not register or describe the PIPE warrants or derivative components. - The 424B5 did not disclose the full capitalization impact of prior financing agreements. III. Factual Background A. Timeline - Oct 31, 2025 — Quarter ends - Dec 15, 2025 — NT 10‑Q filed - Dec 18, 2025 — 424B5 filed and offering executed - Dec 20, 2025 — 10‑Q deadline passes - No 10‑Q filed before or during the offering B. Offering Details - 15,382,378 shares sold - $1.02 per share - A.G.P. as sole placement agent - Offering conducted while: - Delinquent - Using stale financials - Using inaccurate share counts - Omitting material risks - Omitting derivative components IV. Regulatory Analysis (CorpFin Focus) A. Regulation S‑K The Company failed to disclose: - Material risks - Auditor issues - Capital‑structure defects - Accurate share counts - Accurate public float - Dilution impacts - Derivative components B. Regulation S‑X The Company incorporated stale financial statements. C. Form S‑3 Eligibility The Company was not eligible to use the S‑3 due to: - Delinquent filings - Inaccurate float calculations - Exceeding the I.B.6 limit D. Securities Act Disclosure Requirements The 424B5 was not: - Current - Accurate - Complete V. Requested CorpFin Actions I respectfully request that the Division of Corporation Finance: 1. Conduct a full filing review of the Form S‑3, Form 424B5, and all incorporated filings. 2. Issue a comment letter requiring the Company to address: - Delinquent filings - Stale financials - Inaccurate share counts - Auditor‑related risks - Capital‑structure defects - PIPE warrants and derivative components - S‑3 eligibility - Risk factor omissions 3. Require corrective disclosures including: - Updated financial statements - Corrected capitalization tables - Disclosure of auditor issues - Disclosure of PCAOB risks - Disclosure of capital‑structure defects - Disclosure of dilution events 4. Require the Company to amend or withdraw the defective 424B5 if the offering was conducted using materially inaccurate or incomplete information. 5. Review whether the Company must file a new Form S‑3 due to eligibility failures. 6. Review whether previously filed financial statements require restatement due to auditor integrity concerns. 7. Coordinate with the Division of Enforcement if any disclosure failures appear intentional or reckless. VI. Closing I appreciate the Division’s attention to this matter and am available to provide supporting documentation, timelines, and evidentiary materials upon request. Respectfully submitted, Michael Anthony Belfiore Harmed Investor & Whistleblower Edgecliff Village, Texas mabelfiore55@yahoo.com (817) 448‑4451 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: AiRWAinvestor.testimony@protonmail.com 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
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Report also filed to Delaware DOJ. Now working on FBI Report.
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, Filed my 19th SEC Report today. SEC Report 17664-140-754-243 SEC COMPLAINT — Late Filing of Form 10‑Q After NT 10‑Q Extension To: U.S. Securities and Exchange Commission Division of Enforcement — Office of the Whistleblower From: Michael Anthony Belfiore Whistleblower & Harmed Investor I. Summary of Issue This complaint concerns AiRWA Inc. (formerly Connexa Sports Technologies Inc.) and its failure to file its Quarterly Report on Form 10‑Q for the period ending October 31, 2025, despite having filed a Form 12b‑25 (NT 10‑Q) on December 15, 2025. Under SEC rules, the NT 10‑Q provides a five‑calendar‑day extension, establishing a filing deadline of December 20, 2025. As of the date of this submission, no Form 10‑Q has been filed, and the Company is now in violation of its reporting obligations under Section 13(a) of the Securities Exchange Act of 1934. This constitutes a material non‑filing event and raises concerns about internal controls, disclosure accuracy, and the Company’s ability to certify its financial statements. II. Timeline December 15, 2025: AiRWA files Form 12b‑25 (NT 10‑Q), stating it cannot timely file its Form 10‑Q. December 20, 2025: Deadline for filing the Form 10‑Q under the five‑calendar‑day extension. December 22, 2025: As of this date, no Form 10‑Q has been filed on EDGAR. The Company is now past the extended deadline and out of compliance with Exchange Act reporting requirements. III. Concerns Raised by the Late Filing The failure to file the Form 10‑Q after the NT 10‑Q extension raises several material concerns: 1. Internal Control Failures A missed 10‑Q often indicates unresolved accounting issues, inability to reconcile financials, or breakdowns in internal controls over financial reporting. 2. Potential Inability to Reconcile Share Counts Based on prior filings and disclosures, the Company may be unable to reconcile: ATM share issuances PIPE issuances Reverse‑split adjustments Authorized‑share calculations Outstanding‑share disclosures This may prevent management from certifying the accuracy of the 10‑Q. 3. False or Misleading NT 10‑Q Certification The NT 10‑Q certified that “all reports required under Section 13 or 15(d) have been filed,” which appears inconsistent with the Company’s actual reporting history. 4. Risk to Investors The absence of a timely 10‑Q deprives investors of: updated financial statements cash‑position disclosures dilution reconciliation subsequent‑events reporting risk‑factor updates This lack of transparency materially impacts investor decision‑making. IV. Request for SEC Review I respectfully request that the SEC review: The Company’s failure to file its Form 10‑Q by the extended deadline. Whether the NT 10‑Q certification was accurate. Whether internal control deficiencies or undisclosed events prevented timely filing. Whether the Company is capable of producing a compliant 10‑Q given its capital‑structure inconsistencies. Whether enforcement action, trading suspension, or additional disclosures are warranted. V. Supporting Context This complaint supplements my prior submissions documenting: structural defects in the Company’s capital structure discrepancies in authorized and outstanding shares ATM and PIPE disclosure failures insider‑reporting failures false or misleading certifications governance irregularities whistleblower retaliation The Company’s failure to file the 10‑Q appears consistent with these broader patterns of non‑compliance. VI. Closing Statement I submit this complaint in good faith and in the interest of investor protection, transparency, and regulatory accountability. I am available to provide documentation, timelines, and supporting evidence upon request. Michael Anthony Belfiore Whistleblower & Harmed Investor mabelfiore55@yahoo.com (817) 448‑4451 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: AiRWAinvestor.testimony@protonmail.com 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
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Michael Belfiore
Michael Belfiore@MABelfiore55·
To everyone who has been harmed: I want to speak to you directly, and I want to say this clearly and without hesitation — do not lose faith, and do not lose hope. I know how difficult the last few months have been. I know the financial, emotional, and personal toll this situation has taken on many of you. I know the frustration of watching disclosures come late, incomplete, or not at all. I know the exhaustion of trying to understand what happened while receiving no answers from the Company. And I know the feeling of being left in the dark while insiders remained silent. But I want you to understand something important: your voice matters, your harm matters, and your testimony matters. Every step we have taken together has strengthened the record, expanded the Coalition, and increased the visibility of what happened. Nothing you have shared has been ignored. Nothing you have submitted has been wasted. Every piece of evidence, every screenshot, every archived page, every timeline entry — it all contributes to a clearer picture for regulators. This is not a quick process. It is not an easy process. But it is a real process, and it is moving forward. Over the past several weeks, I have filed eighteen SEC Whistleblower Complaints, many of which have parallel submissions with the Delaware Department of Justice and the FBI. These filings cover structural defects, securities‑law violations, insider‑reporting failures, market manipulation, and whistleblower retaliation. They are documented, timestamped, and supported by the Company’s own filings. They form a complete, multi‑track enforcement record that cannot be dismissed or overlooked. Your testimony is the next step in strengthening this record. If you have not yet submitted your harm, please send it either to my email MABelfiore55@yahoo.com or to the encrypted ProtonMail testimony archive at AiRWAinvestor.testimony@protonmail.com. Within three weeks, I will be submitting a formal restitution request to the SEC, FBI, and Delaware DOJ. If you want your harm included, please send your testimony as soon as possible. You are not alone in this, and you deserve to be represented. I ask for your patience as this continues. I know it is difficult. I know the waiting is painful. But the work we are doing is real, it is documented, and it is being escalated through the proper channels. We are building this case carefully, transparently, and with the discipline required to ensure it cannot be ignored. Stay steady. Stay patient. Stay with the Coalition. We will continue forward — together. Mike REVISED PROFESSIONAL REPRESENTATION (Attached to all future DOJ and SEC complaints) Now a retired private investor with thirty‑eight years of experience, I have more than forty‑nine years of precision‑critical experience in aerospace, metrology, and defense programs. My background includes ten years of USAF service as a Jet Engine Aircraft Mechanic, Precision Measurement Equipment Laboratory Specialist (PMEL), and USAF Air Training Command PMEL Instructor, followed by thirty‑nine point three years with Lockheed Martin as a Product Engineering Logistics Specialist supporting the F‑16 Aircraft Platform FMS Program; Type II/IV Metrology Laboratory Instructor; Aircraft Systems Instructor for five F‑16 systems; Metrology Project Manager for multiple Primary Standards Laboratories; Calibration Procedures Development Manager for the USAF Aerospace Guidance and Metrology Center (AGMC); member of the F‑16 Aircraft Metrology Site Survey Team; and Government Financial Analyst/Business Management Representative/Instructor for the F‑22 and F‑35 aircraft programs. I hold both a BBA and MBA from LeTourneau University. 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: AiRWAinvestor.testimony@protonmail.com 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 X Regulators & Enforcement @SECGov @TheJusticeDept @FBI @FBIHouston @FBIChicago @USAO_DE Congressional Oversight @SenWarren @SenSherrodBrown @SenCortezMasto @RepMaxineWaters @BradSherman @RepKatiePorter @RepBillFoster @GOPoversight @SenFinance Media & 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
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Michael Belfiore
Michael Belfiore@MABelfiore55·
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: AiRWAinvestor.testimony@protonmail.com 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
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Michael Belfiore
Michael Belfiore@MABelfiore55·
This is who I am. I want harmed investors and anyone reviewing my work to understand the background I bring to my analysis of AiRWA (YYAI). I spent 50+ years in precision‑critical roles: USAF PMEL Instructor & Specialist, Jet Engine Aircraft Mechanic, instructor of five aircraft systems, Metrology Project Manager for multiple Primary Standards Labs, Calibration Procedures Development Manager for the USAF Aerospace Guidance and Metrology Center (AGMC), member of the F‑16 Aircraft Metrology Site Survey Team, and Government Financial Analyst/Business Management Representative/Instructor for the F‑22 and F‑35 aircraft programs. My approach to AiRWA’s filings is grounded in the same discipline, traceability, and documentation rigor that has defined my entire career. Everything I’ve submitted is factual, evidence‑based, and drawn directly from my experience, observations, and publicly available filings. Transparency matters. Precision matters. Investors deserve both. And I am now a retired private investor with the time and commitment to pursue clarity and restitution for harmed investors. Please do not give up! $YYAI #InvestorProtection #Whistleblower #Transparency
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Michael Belfiore
Michael Belfiore@MABelfiore55·
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 $YYAI
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Michael Belfiore
Michael Belfiore@MABelfiore55·
Hi Everyone, As I stated yesterday, I’ve been reviewing all of my Twitter (X) posts to ensure that everything I’ve shared remains aligned with my role as a harmed stockholder and whistleblower. During that review, I realized that some of my earlier wording could have been interpreted as definitive statements rather than analysis or opinion. That was never my intent. My goal has always been to present facts from publicly available SEC filings and offer my interpretation of those disclosures — nothing more. I want to make sure that my work remains disciplined, fair, and focused on helping regulators evaluate the issues and, if appropriate, bring restitution to harmed investors. I believe we have built an extremely strong case, and I do not want to undermine it by being careless with language. Therefore, I am issuing this Coalition Message: Safe‑Posting Protocol for All Members. To maintain accuracy, credibility, and regulatory alignment, the Coalition is adopting a clear posting protocol for all public messages related to AiRWA ($YYAI). This protects every member, ensures fairness to the company and its leadership, and keeps our advocacy focused on evidence—not speculation. What Coalition Members Should Avoid Do not state wrongdoing as fact. Avoid phrases like “they committed fraud” or “this was illegal.” Do not assign intent or motives. We do not claim what any executive “planned,” “wanted,” or “intended.” Do not make predictions or price targets. No forecasts, squeeze scenarios, or claims about future outcomes. Do not accuse individuals by name. Our work focuses on corporate filings, not personal allegations. Do not present estimates as confirmed facts. If something is unverified, say so clearly. Do not repeat or amplify rumors. We stay out of Reddit/Discord speculation and stick to filings. Do not use emotionally charged language. Terms like “scam,” “criminal,” or “trap” undermine credibility. Do not imply insider knowledge. We only reference publicly available information. Do not give financial advice. No “buy,” “sell,” or “hold” statements. Do not imply guilt or criminal liability. That is for regulators—not us—to determine. What Coalition Members Should Do Instead Frame all analysis as opinion. “In my opinion…” “Based on the filings…” “My interpretation is…” Tie every claim to public SEC disclosures. Filings are our foundation and our strongest protection. Describe outcomes, not motives. “The effect of this action was…” “The timing raises questions about…” Be transparent about uncertainty. “Not confirmed, but the data suggests…” Stay factual, calm, and professional. Precision builds credibility. Reinforce that we operate in good faith. We document; regulators decide. Our Coalition Standard We analyze filings. We document patterns. We present opinions. This discipline protects every member, strengthens our credibility, and ensures our work remains aligned with regulatory expectations. Coalition Integrity First. Mike $YYAI
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