[Filing Information](index=1&type=section&id=Filing%20Information) This section details the company's Form 10-Q filing, including its corporate structure, Nasdaq listing, and filer classifications [Form 10-Q Details](index=1&type=section&id=Form%2010-Q%20Details) This document is a Quarterly Report on Form 10-Q for Connexa Sports Technologies Inc., covering the period ended July 31, 2025 - The report is a Quarterly Report on Form 10-Q for the period ended **July 31, 2025**[2](index=2&type=chunk) - Connexa Sports Technologies Inc. is incorporated in Delaware[2](index=2&type=chunk) Company Classification and Trading Information | Attribute | Value | | :--- | :--- | | Trading Symbol | YYAI | | Exchange | Nasdaq Capital Market | | Filer Status | Non-accelerated filer, Smaller reporting company | [Shares Outstanding](index=2&type=section&id=Shares%20Outstanding) As of September 12, 2025, the company had 14,563,019 shares of common stock outstanding Common Stock Outstanding | Date | Shares Outstanding (count) | | :--- | :--- | | September 12, 2025 | 14,563,019 | [Cautionary Statement Regarding Forward-Looking Information](index=3&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD%20LOOKING%20INFORMATION) This section warns that the report contains forward-looking statements subject to risks and uncertainties, and actual results may differ [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) This report contains forward-looking statements subject to various business risks and uncertainties, which could cause actual results to differ materially from expectations - The report includes forward-looking statements identified by words like 'believe,' 'expect,' 'anticipate,' 'intend,' 'estimate,' 'may,' 'should,' 'could,' 'will,' 'plan,' 'future,' and 'continue'[6](index=6&type=chunk) - Actual results may differ materially due to inaccurate assumptions, business risks, and known/unknown uncertainties beyond the company's control[6](index=6&type=chunk) - The company does not undertake to update or revise any forward-looking statements, except as required by law[7](index=7&type=chunk) [Key Risk Factors](index=3&type=section&id=Key%20Risk%20Factors) Important factors that could cause actual results to differ from forward-looking statements include volatility, acquisition effects, litigation, and macroeconomic factors - Volatility related to the Company's relatively low public float - The effects of prior acquisitions and divestitures on current and future business operations - Strategic and operational uncertainties - Risks associated with potential litigation, financing transactions, or acquisitions - Macroeconomic, competitive, legal, regulatory, tax, and geopolitical factors - Other risks and uncertainties related to prospects, properties, and business strategy [PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents the unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for Connexa Sports Technologies Inc., along with detailed notes [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show the company's financial position as of July 31, 2025, and April 30, 2025, with total assets increasing by approximately $1.8 million Consolidated Balance Sheet Highlights | Metric | As of July 31, 2025 ($) | As of April 30, 2025 ($) | Change (Approx.) ($) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 52,693 | 54,744 | -2,051 | | Investment | 2,464,615 | 1,382,857 | +1,081,758 | | Accounts receivable | 18,388,701 | 15,388,701 | +3,000,000 | | Total Current Assets | 24,972,762 | 22,396,159 | +2,576,603 | | Intangible assets, net | 9,765,404 | 10,509,635 | -744,231 | | TOTAL ASSETS | 34,738,166 | 32,905,794 | +1,832,372 | | Total Current Liabilities | 7,058,612 | 6,487,171 | +571,441 | | Total Shareholders' Equity | 27,679,554 | 26,418,623 | +1,260,931 | [Consolidated Statements of Operations and Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) For the three months ended July 31, 2025, the company experienced decreased revenue and gross profit, increased general and administrative expenses, and a substantial decline in net income Consolidated Statements of Operations Highlights (Three Months Ended July 31) | Metric | 2025 (unaudited) ($) | 2024 (unaudited) ($) | Change ($) | % Change | | :--- | :--- | :--- | :--- | :--- | | REVENUE | 3,000,000 | 3,272,727 | (272,727) | -8% | | COST OF REVENUE | 744,231 | 744,231 | 0 | 0% | | GROSS PROFIT | 2,255,769 | 2,528,496 | (272,727) | -11% | | General and administrative expenses | 764,386 | 88,520 | 675,866 | 764% | | OPERATING INCOME | 1,491,383 | 2,439,976 | (948,593) | -39% | | NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST | 882,652 | 2,051,025 | (1,168,373) | -57% | | Net income per share - basic | 0.06 | 0.18 | (0.12) | -67% | | Weighted average common shares outstanding - basic | 14,563,023 | 11,610,817 | 2,952,206 | 25% | [Consolidated Statement of Changes in Shareholders' Equity](index=7&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Total shareholders' equity increased from $26,418,623 to $27,679,554 between May 1 and July 31, 2025, primarily due to comprehensive income Shareholders' Equity Changes (May 1, 2025 to July 31, 2025) | Metric | As of May 1, 2025 ($) | Total Comprehensive Income ($) | As of July 31, 2025 ($) | | :--- | :--- | :--- | :--- | | Common Stock Amount | 14,563 | - | 14,563 | | Additional Paid-In Capital | 19,138,786 | - | 19,138,786 | | Retained Earnings | 6,123,114 | 882,652 | 7,005,766 | | Non-Controlling Interest | 1,142,160 | 378,279 | 1,520,439 | | Total Shareholders' Equity | 26,418,623 | 1,260,931 | 27,679,554 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended July 31, 2025, increased cash usage in operating activities was offset by financing activities, resulting in a slight net decrease in cash Consolidated Cash Flow Highlights (Three Months Ended July 31) | Metric | 2025 ($) | 2024 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Net income | 1,260,931 | 2,051,025 | (790,094) | | Net cash used in operating activities | (1,083,809) | (601,294) | (482,515) | | Net cash provided by financing activities | 1,081,758 | 606,803 | 474,955 | | NET INCREASE (DECREASE) IN CASH | (2,051) | 5,509 | (7,560) | | CASH AND CASH EQUIVALENTS - END OF PERIOD | 52,693 | 44,860 | 7,833 | [Notes to the Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures regarding the company's financial statements, covering organization, policies, and subsequent events [Note 1. Organization and Nature of Business](index=9&type=section&id=Note%201.%20Organization%20and%20Nature%20of%20Business) Connexa Sports Technologies Inc. transformed through a reverse acquisition of YYEM and divestiture of its Slinger Bag business, with YYEM now focusing on AI-powered matchmaking and social networking content - Connexa Sports Technologies Inc. (formerly Slinger Bag Inc.) acquired **70% of Yuanyu Enterprise Management Co., Limited (YYEM)** for **$56 million**, with **$16.5 million in cash** and the remainder in shares, closing on **November 21, 2024**[25](index=25&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - The transaction was accounted for as a 'reverse acquisition' where YYEM was the accounting acquirer, and Connexa was the legal acquirer, resulting in YYEM shareholders owning approximately **75.3%** of the combined company[35](index=35&type=chunk)[36](index=36&type=chunk) - Following the acquisition, Connexa disposed of its Slinger Bag business, making YYEM its sole operating subsidiary[34](index=34&type=chunk)[38](index=38&type=chunk) - YYEM operates in the emerging love and marriage market sector, aiming to empower global connections through innovative matchmaking technology - YYEM owns advanced patents and proprietary technology, which it licenses out to partners worldwide to develop AI-powered matchmaking platforms - YYEM is also developing a social networking vertical to produce content for live-streaming or TikTok users in the Middle East and North Africa (MENA region), anticipating an independent revenue stream based on performance-based conversion metrics - YYEM's revenue model is currently based on licensing fees, generating **$12.8 million in royalties** for the financial year ended April 30, 2025 [Note 2. Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%3A%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies adopted by Connexa Sports Technologies Inc., including basis of presentation, consolidation, and revenue recognition - The financial statements are prepared in accordance with **U.S. GAAP** and **SEC rules**[45](index=45&type=chunk) - The company consolidates entities where it controls **more than 50% of voting power** or has the ability to govern financial and operating policies[46](index=46&type=chunk)[47](index=47&type=chunk) - Non-controlling interests are classified as a component of equity, reflecting the **30% portion of YYEM** not attributable to the Company[50](index=50&type=chunk) - Revenue is recognized based on a five-step model (**ASC 606**) when performance obligations are satisfied, primarily from royalty income for technology licensing[75](index=75&type=chunk)[78](index=78&type=chunk) - Cost of revenue primarily consists of amortization charges for intangible assets (technology rights)[79](index=79&type=chunk) - The company evaluates long-lived assets for impairment when events indicate carrying value may not be recoverable, but **no impairment charge** was recognized for the three months ended July 31, 2025 and 2024[64](index=64&type=chunk) - The company adopted **ASU 2016-13 (CECL model)** for credit losses, but recorded **no expected credit losses** for accounts receivable for the three months ended July 31, 2025 and 2024[59](index=59&type=chunk)[62](index=62&type=chunk) - Several new FASB ASUs (2024-03, 2024-04, 2025-01, 2025-02, 2025-03, 2025-04, 2025-05) have been issued, but the company does not expect their adoption to have a **material impact** on its financial position, results of operations, or cash flows[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) [Note 3. Concentrations of Risk](index=21&type=section&id=Note%203%3A%20CONCENTRATIONS%20OF%20RISK) The company faces significant customer and credit risk due to its reliance on three major customers, which collectively accounted for approximately 100% of total accounts receivable and revenue for the periods ended July 31, 2025 and 2024 - The company's accounts receivable and revenue are highly concentrated among three major customers (Customer A, D, E), accounting for approximately **100% of total accounts receivable and total revenue** for the three-month periods ended July 31, 2025 and 2024[112](index=112&type=chunk) Customer Concentration in Accounts Receivable | Customer | As of July 31, 2025 (%) | As of July 31, 2024 (%) | | :--- | :--- | :--- | | Customer A | 43% | 44% | | Customer D | 26% | 26% | | Customer E | 31% | 30% | - Cash and cash equivalents are held with major financial institutions believed to have high credit quality[111](index=111&type=chunk) [Note 4. Intangible Assets](index=21&type=section&id=Note%204%3A%20INTANGIBLE%20ASSETS) Intangible assets, primarily technology rights, are amortized on a straight-line basis over five years. The net value of these assets as of July 31, 2025, was $9,765,404, after accumulated amortization of $5,119,211 - Technology rights are amortized on a straight-line basis over an estimated useful life of **five years**[114](index=114&type=chunk) Intangible Assets - Technology Rights (as of July 31, 2025) | Metric | Amount ($) | | :--- | :--- | | Cost | 14,884,615 | | Accumulated amortization | (5,119,211) | | Net value | 9,765,404 | - Amortization expense for the three months ended July 31, 2025 and 2024, was approximately **$744,231**, included in cost of revenue[117](index=117&type=chunk) [Note 5. Revenue – Segment Reporting by Geographic Region](index=22&type=section&id=Note%205%3A%20REVENUE%20%E2%80%93%20SEGMENT%20REPORTING%20BY%20GEOGRAPHIC%20REGION) The company's revenue is segmented by geographic region, showing contributions from Hong Kong, the United States, and the United Kingdom. Total revenue decreased by 8% year-over-year for the three months ended July 31, 2025 Revenue by Geographic Region (Three Months Ended July 31) | Location | 2025 ($) | 2024 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Hong Kong | 1,250,000 | 1,363,636 | (113,636) | | United States of America | 750,000 | 818,182 | (68,182) | | United Kingdom | 1,000,000 | 1,090,909 | (90,909) | | Total | 3,000,000 | 3,272,727 | (272,727) | [Note 6. Accounts Receivable](index=22&type=section&id=Note%206%3A%20ACCOUNTS%20RECEIVABLE) Accounts receivable increased by $3.0 million to $18,388,701 as of July 31, 2025, from $15,388,701 as of April 30, 2025. All receivables were from third-party customers, and no provisions for credit losses were recorded Accounts Receivable | Metric | As of July 31, 2025 ($) | As of April 30, 2025 ($) | | :--- | :--- | :--- | | Accounts receivable | 18,388,701 | 15,388,701 | - All accounts receivable were due from third-party customers, and **no provisions for credit losses** were made as of July 31, 2025, and April 30, 2025[120](index=120&type=chunk) [Note 7. Investment](index=23&type=section&id=Note%207%3A%20INVESTMENT) The company holds a quoted investment in Brightstar Technology Group Co., Ltd., listed on the Hong Kong Stock Exchange. This investment is subject to a downside guarantee from the contributor, ensuring a minimum value, with compensation recognized as 'Shares guarantee income' if the fair value falls below the guaranteed amount - The company holds a quoted investment in Brightstar Technology Group Co., Ltd., a Hong Kong Stock Exchange-listed company[123](index=123&type=chunk) - A downside guarantee from the investment's contributor ensures a minimum value, with compensation for shortfalls recognized as 'Shares guarantee income'[123](index=123&type=chunk)[124](index=124&type=chunk) [Note 8. Amount Due From Related Party](index=23&type=section&id=Note%208%3A%20AMOUNT%20DUE%20FROM%20RELATED%20PARTY) Amounts due from a related party, Hongyu Zhou (shareholder and director), decreased to $1,745,770 as of July 31, 2025, from $2,827,528 as of April 30, 2025. This receivable relates to a downside guarantee on the Brightstar Technology Group Co., Ltd. investment, with management expecting full settlement Related Party Balances (Hongyu Zhou) | Metric | As of July 31, 2025 ($) | As of April 30, 2025 ($) | | :--- | :--- | :--- | | Amount due from related party | 1,745,770 | 2,827,528 | | Amount due to related party | 775,406 | 775,406 | - The amount due from Hongyu Zhou represents compensation under a downside guarantee for the investment in Brightstar Technology Group Co., Ltd., expected to be **fully settled**[125](index=125&type=chunk)[126](index=126&type=chunk) - The amount due to Hongyu Zhou represents expenses paid on behalf of the company[127](index=127&type=chunk) [Note 9. Accrued Expenses](index=24&type=section&id=Note%209%3A%20ACCRUED%20EXPENSES) Accrued expenses increased to $2,750,406 as of July 31, 2025, from $2,428,131 as of April 30, 2025, primarily due to an increase in accrued salaries and benefits for management Summary of Accrued Expenses | Accrued Expense Category | As of July 31, 2025 ($) | As of April 30, 2025 ($) | | :--- | :--- | :--- | | Accrued salaries and benefits – management | 797,387 | 477,500 | | Accrued signing bonus | 300,000 | 300,000 | | Accrued success fee | 1,000,000 | 1,000,000 | | Amount due from bank | 4,876 | 2,488 | | Accrued directors' fees | 150,000 | 150,000 | | Accrued professional fees | 498,143 | 498,143 | | Total | 2,750,406 | 2,428,131 | [Note 10. Shareholders' Equity](index=24&type=section&id=Note%2010%3A%20SHAREHOLDERS'%20EQUITY) The number of common shares issued and outstanding significantly increased to 14,563,019 as of July 31, 2025, from 1,828,541 as of July 31, 2024, primarily due to shares issued for the acquisition of YYEM and warrant exercises Common Stock Issued and Outstanding | Date | Shares Issued and Outstanding (count) | | :--- | :--- | | July 31, 2025 | 14,563,019 | | July 31, 2024 | 1,828,541 | - The company issued **8,127,572 shares** of common stock from November 1, 2024, through July 31, 2025, to complete the acquisition of YYEM[132](index=132&type=chunk) - From August 1, 2024, through October 31, 2024, **3,776,305 shares** were issued for warrant exercises[133](index=133&type=chunk) - From May 1, 2024, through July 31, 2024, **830,608 shares** were issued for various reasons including true-up shares, services rendered, warrant exercises, and fractional shares from a 1-for-20 reverse stock split[138](index=138&type=chunk) [Note 11. Commitments and Contingencies](index=25&type=section&id=Note%2011%3A%20COMMITMENTS%20AND%20CONTINGENCIES) As of July 31, 2025, the company was not subject to any material legal proceedings or litigation that could adversely impact its financial position, results of operations, or liquidity - The company had **no material legal claims or litigation** for the three months ended July 31, 2025, that could have a material adverse impact on its financial position, results of operations, or cash flows[85](index=85&type=chunk)[139](index=139&type=chunk) [Note 12. Subsequent Events](index=25&type=section&id=Note%2012%3A%20SUBSEQUENT%20EVENTS) Subsequent to the reporting period, the company closed a private placement generating $4.6 million, increased its ATM facility to $200 million, and entered into a joint venture agreement with JuCoin Capital Pte Ltd to establish a cryptocurrency exchange, with each party contributing $250 million - On August 19, 2025, the company closed a private placement of **20,000,000 units** (common stock + warrants), generating gross proceeds of **$4,600,000**[140](index=140&type=chunk) - On August 22, 2025, the company increased the amount it could raise through its 'at the market' (ATM) facility to **$200,000,000**[141](index=141&type=chunk) - On August 25, 2025, the company signed a JV Agreement with JuCoin Capital Pte Ltd to establish a cryptocurrency exchange, with each party contributing **$250,000,000** in cash or cryptocurrency. The company will hold **51%** of the JV's share capital[142](index=142&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the three months ended July 31, 2025, highlighting the business overview, fundraising activities, recent developments, and a detailed analysis of revenue, expenses, and liquidity [Overview](index=26&type=section&id=Overview) Connexa Sports Technologies Inc. operates through its Hong Kong-based subsidiary, YYEM, which focuses on AI-powered matchmaking technology and content development for TikTok in the MENA region. The company's revenue is primarily derived from licensing fees for its intellectual property - The company operates through Yuanyu Enterprise Management Co., Limited (YYEM), a Hong Kong-based subsidiary established in November 2021, engaged in the love and marriage market sector[145](index=145&type=chunk) - YYEM licenses advanced patents and proprietary technology to develop an AI-powered matchmaking platform for global partners[146](index=146&type=chunk) - YYEM generated **$3.0 million in royalties** from license agreements across Asia, Europe, and Africa for the three months ended July 31, 2025[147](index=147&type=chunk) - In February 2025, YYEM entered an agency agreement to develop content for TikTok in the MENA region, aiming to diversify revenue streams through performance-based conversion metrics[148](index=148&type=chunk) [Fundraising](index=26&type=section&id=Fundraising) The company completed a private placement in August 2025, raising $4.6 million, and increased its 'at the market' (ATM) facility to $200 million, providing strategic flexibility for future capital raising - On June 30, 2025, the company executed a securities purchase agreement for a private placement of **20,000,000 units** (common stock + warrants) targeting **$4.6 million in gross proceeds**[149](index=149&type=chunk) - The private placement closed on August 19, 2025, generating **$4,600,000 in gross proceeds**[149](index=149&type=chunk) - Under a prospectus supplement dated August 22, 2025, the company's ATM facility was increased to **$200 million**, offering strategic flexibility for future capital raising[150](index=150&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) On August 25, 2025, the company entered into a joint venture agreement with JuCoin Capital Pte Ltd to establish a new cryptocurrency exchange, with each party contributing $250 million and the company holding a 51% stake - On August 25, 2025, the company and JuCoin Capital Pte Ltd signed a JV Agreement to establish a cryptocurrency exchange[151](index=151&type=chunk) - Each party will contribute **$250 million** in cash or cryptocurrency to the JV[151](index=151&type=chunk) - The company will receive **51%** of the JV's share capital and appoint three of the five board members[151](index=151&type=chunk) [Components of Results of Operations](index=27&type=section&id=Components%20of%20Results%20of%20Operations) This section defines the key components of the company's results of operations: revenue from technology license fees, cost of revenue primarily from intangible asset amortization, general and administrative expenses covering salaries, professional fees, and office costs, and gross profit as revenue less cost of revenue - Revenue is generated from license fees for the use of the company's technology - Cost of revenue primarily consists of amortization charges against intangible assets (technology rights) - General and administrative expenses include salaries, benefits, professional fees (legal, accounting, consulting), travel, and other office expenses - Gross profit is calculated as revenue minus cost of revenue [Results of Operations (Three months ended July 31, 2025, compared to July 31, 2024)](index=27&type=section&id=Results%20of%20Operations) For the three months ended July 31, 2025, revenue decreased by 8% due to minor timing differences in license agreements. Gross profit declined by 11%, while general and administrative expenses surged by 764% primarily due to costs associated with YYEM becoming a Nasdaq-listed company's operating subsidiary. This led to a 39% decrease in operating income Results of Operations (Three Months Ended July 31) | Metric | 2025 ($) | 2024 ($) | Change Amount ($) | Change % | | :--- | :--- | :--- | :--- | :--- | | Revenue | 3,000,000 | 3,272,727 | (272,727) | -8% | | Cost of Revenue | 744,231 | 744,231 | - | -% | | Gross Profit | 2,255,769 | 2,528,496 | (272,727) | -11% | | General and Administrative Expenses | 764,386 | 88,520 | 675,866 | 764% | | Operating Income | 1,491,383 | 2,439,976 | (948,593) | -39% | - Revenue decreased by **$0.3 million (8%)** due to minor timing differences in license agreement signings[156](index=156&type=chunk) - Cost of revenue remained constant as it consists solely of intangible asset amortization[157](index=157&type=chunk) - General and administrative expenses increased by **$0.7 million (764%)** due to higher costs associated with YYEM becoming an operating subsidiary of a Nasdaq-listed company (audit fees, legal fees, insurance, D&O compensation)[158](index=158&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) The company's working capital increased by 13% to $17.9 million as of July 31, 2025. Net cash used in operating activities increased by 80% to $1.08 million, primarily due to higher general and administrative expenses. Cash and cash equivalents remained relatively steady, and the company believes existing cash and potential capital market fundraising will meet its needs for at least the next 12 months Cash Flow Summary (Three Months Ended July 31) | Metric | 2025 ($) | 2024 ($) | Change Amount ($) | Change % | | :--- | :--- | :--- | :--- | :--- | | Cash Flow Used in Operating Activities | (1,083,809) | (601,294) | (482,515) | 80% | | Cash Flow Provided by Financing Activities | 1,081,758 | 606,803 | 474,955 | 78% | | Cash and Cash Equivalents (End of Period) | 52,693 | 44,860 | 7,833 | 17% | - Working capital increased by approximately **$2.0 million (13%)** to **$17.9 million** as of July 31, 2025[159](index=159&type=chunk) - The increase in net cash used in operating activities was primarily driven by a **$0.7 million increase** in general and administrative expenses[161](index=161&type=chunk) - The company believes existing cash and potential capital market fundraising will be sufficient to meet anticipated operating needs for at least the **next 12 months**[163](index=163&type=chunk) [Off Balance Sheet Arrangements](index=28&type=section&id=Off%20Balance%20Sheet%20Arrangements) The company does not have any off-balance sheet arrangements that are material or reasonably likely to have a material current or future effect on its financial condition, results of operations, liquidity, or capital resources - The company has **no material off-balance sheet arrangements**[164](index=164&type=chunk) [Significant Accounting Policies](index=28&type=section&id=Significant%20Accounting%20Policies) This section reiterates and elaborates on the company's significant accounting policies, including the use of estimates, allowance for credit losses, impairment of long-lived assets, fair value of financial instruments, revenue recognition, income taxes, share-based payment, and recent accounting pronouncements, emphasizing management's judgments and the impact of new standards [Use of Estimates](index=30&type=section&id=Use%20of%20Estimates) The preparation of financial statements requires management to make estimates and assumptions, particularly concerning long-lived assets and deferred income tax asset valuation allowances. Actual results may differ materially from these estimates - Management makes estimates and assumptions affecting reported asset/liability amounts and revenue/expense disclosures, particularly for long-lived assets and deferred income tax asset valuation allowances[167](index=167&type=chunk) - Actual results may differ materially from estimates, impacting future operations[167](index=167&type=chunk) [Allowance for Credit Losses](index=30&type=section&id=Allowance%20for%20Credit%20Losses) The company adopted ASC 326 (CECL model) for credit losses, which requires an expected loss methodology. However, as of July 31, 2025, and April 30, 2025, no reserves for credit losses were made - The company adopted **ASC 326 (CECL model)** on June 30, 2022, replacing the incurred loss methodology with an expected loss approach for credit losses[169](index=169&type=chunk) - **No reserves for credit losses** were made as of July 31, 2025, and April 30, 2025[170](index=170&type=chunk) [Impairment of Long-Lived Assets](index=30&type=section&id=Impairment%20of%20long-lived%20assets) Long-lived assets are evaluated for impairment when circumstances indicate that their carrying value may not be fully recoverable. No impairment charge was recognized for the three months ended July 31, 2025, and 2024 - Long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the carrying value may not be fully recoverable or the useful life is shorter than estimated[171](index=171&type=chunk) - **No impairment charge** was recognized for the three months ended July 31, 2025, and 2024[171](index=171&type=chunk) [Fair Value of Financial Instruments](index=30&type=section&id=Fair%20value%20of%20financial%20instruments) Fair value is defined as the price for an orderly transaction between market participants. The company's financial instruments, such as cash and cash equivalents and accounts receivable, approximate fair value due to their short-term maturity - Fair value is the price received from selling an asset or paid to transfer a liability in an orderly transaction between market participants[172](index=172&type=chunk) - The carrying amount of cash and cash equivalents and accounts receivable approximates fair value due to their short-term maturity[71](index=71&type=chunk) [Revenue Recognition](index=30&type=section&id=Revenue%20Recognition) Revenue is recognized in accordance with ASC 606, following a five-step model, when performance obligations are satisfied by transferring control of goods or services. Royalty income from technology licensing is recognized over time as the technology rights are used by customers - Revenue is recognized net of VAT, following a five-step model under **ASC 606**, when performance obligations are satisfied by transferring control of goods or services to a customer[173](index=173&type=chunk)[174](index=174&type=chunk) - Royalty income from license fees for technology rights is recognized over time as the technology rights are used by customers[176](index=176&type=chunk) [Income Taxes](index=31&type=section&id=Income%20Taxes) The company applies ASC 740 for income taxes, using the asset and liability method. Prior to the YYAI acquisition, YYEM's taxable income was allocated to members, so no federal income tax provision was included in its financial statements - The company adopted **ASC 740, Income Taxes**, using the asset and liability method[177](index=177&type=chunk) - Prior to the acquisition by YYAI, YYEM, as a limited liability company, allocated taxable income or loss to its members, thus **no provision or liability for federal income taxes** was included in its financial statements[178](index=178&type=chunk) [Share-Based Payment](index=31&type=section&id=Share-Based%20Payment) Share-based compensation is accounted for under ASC 718, with costs measured at grant date fair value and recognized as an expense on a straight-line basis over the vesting period - Share-based compensation is accounted for in accordance with **ASC 718**, with costs measured at grant date fair value and recognized as an expense on a straight-line basis over the vesting period[179](index=179&type=chunk) [Recent Accounting Pronouncements](index=31&type=section&id=Recent%20Accounting%20Pronouncements) The company has evaluated several recently issued FASB ASUs (2024-03, 2024-04, 2025-01, 2025-02, 2025-03, 2025-04, 2025-05) and does not anticipate that their adoption will have a material impact on its financial position, results of operations, or cash flows - The company is evaluating the impact of several new FASB ASUs (2024-03, 2024-04, 2025-01, 2025-02, 2025-03, 2025-04, 2025-05) but does not expect a **material impact** on its financial position, results of operations, or cash flows[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no quantitative and qualitative disclosures about market risk applicable to the company - This section is **not applicable** to the company[188](index=188&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and principal financial officer, evaluated the effectiveness of the company's disclosure controls and procedures as of July 31, 2025, and concluded they were effective. There were no material changes in internal control over financial reporting during the quarter - The company's disclosure controls and procedures were evaluated and deemed **effective** as of July 31, 2025[190](index=190&type=chunk) - There were **no material changes** in internal control over financial reporting during the quarter ended July 31, 2025[191](index=191&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part covers other information including legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) As of the issuance date, the company was not involved in any pending or threatened legal proceedings that could materially affect its operations. No executive officers or directors have been involved in significant legal or bankruptcy proceedings - As of the issuance date, there were **no pending or threatened legal proceedings** that could reasonably be expected to have a material effect on the company's operations[194](index=194&type=chunk) - No executive officers or directors have been involved in any bankruptcy proceedings, criminal proceedings (other than minor offenses), or subject to orders limiting business involvement within the last five years[195](index=195&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Form 10-K for the period ended April 30, 2025 - **No material changes** to the risk factors previously disclosed in the Form 10-K for the period ended April 30, 2025[196](index=196&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company executed a private placement on June 30, 2025, which closed on August 19, 2025, involving the issuance of 20,000,000 units (common stock and warrants) to raise $4.6 million in gross proceeds - On June 30, 2025, the company executed securities purchase agreements for a private placement of **20,000,000 units** (each comprising one share of common stock and two five-year warrants with an exercise price of $0.89)[197](index=197&type=chunk) - The private placement targeted gross proceeds of **$4.6 million** and closed on August 19, 2025[197](index=197&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) The company reported no defaults upon senior securities - There were **no defaults upon senior securities**[198](index=198&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This section is not applicable to the company - This section is **not applicable** to the company[199](index=199&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20OTHER%20INFORMATION.) During the quarter ended July 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No director or officer adopted or terminated any 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the quarter ended July 31, 2025[200](index=200&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including director service agreements, the joint venture agreement, certifications from executive officers, and XBRL-related documents - Director Service and Indemnity Agreement with Bini Zhu (August 15, 2025) - Joint Venture Agreement with JuCoin Capital Pte Ltd (August 25, 2025) - Certifications of Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a) and 18 U.S.C. 1350) - Inline XBRL Instance Document and Taxonomy Extension Documents [Signatures](index=36&type=section&id=SIGNATURES) This section contains the official signatures for the report, confirming its submission [Report Signatures](index=36&type=section&id=Report%20Signatures) The report was duly signed on September 15, 2025, by Thomas Tarala, Chief Executive Officer, and Guibao Ji, Chief Financial Officer and Principal Accounting Officer, on behalf of Connexa Sports Technologies Inc - The report was signed on **September 15, 2025**[206](index=206&type=chunk) - Signatories include Thomas Tarala, Chief Executive Officer, and Guibao Ji, Chief Financial Officer and Principal Accounting Officer[206](index=206&type=chunk)

🚨UPDATE: @JUCOINEX ANNOUNCES $500 MILLION PARTNERSHIP WITH NASDAQ-LISTED CONNEXA TO LAUNCH THE AIRWA TRADING PLATFORM ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Connexa's operations now focus on licensing AI-powered matchmaking and metaverse technology, generating **$12.8 million** in FY2025 royalties, after acquiring YYEM and divesting its legacy business - The company completed the acquisition of a 70% stake in Yuanyu Enterprise Management Co., Limited (YYEM) for a combined **$56 million**, making YYEM its sole operating subsidiary. Concurrently, it sold its legacy "Slinger Bag" business for **$1.00**[16](index=16&type=chunk)[17](index=17&type=chunk) - The core business is licensing its portfolio of six metaverse-related technologies and five AI matchmaking patents to partners worldwide. The AI technology is designed to integrate with major Big Data models like those from Huawei, Baidu, and Alibaba[18](index=18&type=chunk)[20](index=20&type=chunk) Fiscal Year 2025 Revenue | Metric | Value (USD) | | :--- | :--- | | Royalties Generated | $12.8 million | - A new social networking vertical was launched via a Multi-Channel Network (MCN) agreement with TikTok in February 2025 to create and sell content for users in the Middle East and North Africa (MENA) region[27](index=27&type=chunk) - The company has three main licensees for its technology, covering Japan/South Korea, UK/Europe, and Sub-Saharan Africa[35](index=35&type=chunk) - On July 9, 2025, the company received a notice of non-compliance from Nasdaq regarding the composition of its Board and Audit Committee, and has a cure period to regain compliance[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [Item 1A. Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, Hong Kong, and stock ownership risks, including licensee dependence, regulatory uncertainties, and potential Nasdaq delisting - A substantial portion of revenue is dependent on intellectual property licensing agreements with third parties, and the failure of these licensees to perform could significantly impact financial results[61](index=61&type=chunk)[62](index=62&type=chunk) - The love and marriage market is highly competitive with low switching costs. Competitors, including large social media companies like Facebook, could leverage their existing user bases to gain an advantage[68](index=68&type=chunk)[70](index=70&type=chunk) - The company faces risks related to doing business in Hong Kong, including potential oversight from the Chinese government, uncertainty regarding PRC laws on data security and overseas listings, and the impact of the Hong Kong National Security Law[142](index=142&type=chunk)[147](index=147&type=chunk)[156](index=156&type=chunk) - The company is not currently in compliance with Nasdaq Listing Rule 5605 for board and audit committee independence, which could lead to delisting if not cured within the provided timeframe[162](index=162&type=chunk)[164](index=164&type=chunk) - A single shareholder, Hongyu Zhou, beneficially owns approximately **55.8%** of the company's outstanding common stock, giving him significant influence over corporate matters[161](index=161&type=chunk)[175](index=175&type=chunk) - The company's former independent auditor, Olayinka Oyebola & Co. (OOC), has been charged by the SEC, which could impact the credibility of past financial statements for both the company and its subsidiary YYEM[125](index=125&type=chunk)[127](index=127&type=chunk) [Item 1B. Unresolved Staff Comments](index=36&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable as the company is a smaller reporting company - Not applicable to smaller reporting companies[178](index=178&type=chunk) [Item 1C. Cybersecurity](index=36&type=section&id=Item%201C.%20Cybersecurity) The company maintains an internally managed cybersecurity risk framework with Board oversight, reporting no material incidents in FY2025 - The company has an internally managed cybersecurity risk management framework integrated into its overall enterprise risk management system[180](index=180&type=chunk) - The Board of Directors oversees the cybersecurity risk profile and receives timely information regarding any significant incidents[184](index=184&type=chunk) - There were no cybersecurity incidents during the fiscal year ended April 30, 2025, that resulted in a material impact on the company's business, financial condition, or results of operations[183](index=183&type=chunk) [Item 2. Properties](index=38&type=section&id=Item%202.%20Properties) The company leases its principal office in Hong Kong for approximately **$5,400** monthly, with the lease expiring in August 2026 - The company's principal office is located at Rm. 3212, Tower 1, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong[186](index=186&type=chunk) - The company leases approximately 800 square feet for HKD42,000 (approx. **$5,400**) per month, with the lease expiring on August 3, 2026[186](index=186&type=chunk) [Item 3. Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material pending or threatened legal proceedings - There were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the Company's results of operations[187](index=187&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[189](index=189&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'YYAI', with no cash dividends paid or planned, and maintains an equity incentive plan - The company's common stock is listed on Nasdaq under the symbol "YYAI". As of August 7, 2025, there were **14,563,019** shares outstanding[6](index=6&type=chunk)[192](index=192&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the near future[194](index=194&type=chunk) - On November 21, 2024, the Company issued **8,127,572** shares of common stock to complete the acquisition of a 70% ownership stake in YYEM[198](index=198&type=chunk) [Item 6. Selected Financial Data](index=39&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable as the company is a smaller reporting company - Not applicable to smaller reporting companies[200](index=200&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation](index=40&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operation) FY2025 saw significant revenue and gross profit growth driven by licensing, though increased G&A expenses led to a net cash outflow from operations Results of Operations (Year Ended April 30) | | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $12,818,182 | $5,195,804 | $7,622,378 | 147% | | **Gross Profit** | $9,841,259 | $4,018,881 | $5,822,378 | 145% | | **Operating Income** | $6,659,857 | $3,854,505 | $2,725,352 | 71% | - Revenue growth was driven by royalty income from new licensees following agreements made in January 2024[213](index=213&type=chunk) - General and administrative expenses increased significantly by **$3.1 million (1,884%)** due to business growth and costs related to YYEM becoming a Nasdaq-listed company's operating subsidiary, including audit fees, legal fees, and D&O compensation[215](index=215&type=chunk) Cash Flow Summary (Year Ended April 30) | | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash (used in)/provided by Operating Activities** | $(379,388) | $2,486,255 | | **Net cash (used in)/provided by Financing Activities** | $394,781 | $(2,446,904) | - Working capital increased by **93%** to **$16.0 million** as of April 30, 2025, largely due to a **$10.0 million** increase in accounts receivable[216](index=216&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company is a smaller reporting company - As a smaller reporting company, we are not required to provide this information[250](index=250&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) FY2025 financial statements show **$32.9 million** in total assets and **$4.6 million** net income, reflecting YYEM reverse acquisition accounting and significant customer concentration Consolidated Balance Sheet Highlights (As of April 30) | | 2025 | 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $22,396,159 | $9,678,124 | | **Total Assets** | $32,905,794 | $23,164,682 | | **Total Current Liabilities** | $6,487,171 | $1,442,006 | | **Total Shareholders' Equity** | $26,418,623 | $21,722,676 | Consolidated Statement of Operations Highlights (Year Ended April 30) | | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | $12,818,182 | $5,195,804 | | **Net Income** | $4,633,447 | $2,625,554 | | **Net income per share - basic** | $0.36 | $0.23 | - The acquisition of YYEM was accounted for as a "reverse acquisition," with YYEM deemed the accounting acquirer. The consolidated financial statements represent a continuation of YYEM's financial statements[281](index=281&type=chunk)[282](index=282&type=chunk) - The company has a significant customer concentration risk. For the year ended April 30, 2025, three major customers accounted for **100%** of total accounts receivable and **100%** of total revenues[350](index=350&type=chunk)[353](index=353&type=chunk) - On June 30, 2025, the company entered into a securities purchase agreement for a private placement to raise gross proceeds of **$4.6 million** through the sale of **20 million** units at **$0.23** per unit[381](index=381&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=71&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company changed its independent auditor to Enrome LLP in March 2025 due to geographical challenges, reporting no disagreements with the former firm - On March 24, 2025, the company engaged Enrome LLP as its independent registered public accounting firm, dismissing Bush & Associates CPA (B&A)[383](index=383&type=chunk) - The company stated there were no disagreements with the former auditor, B&A, on any matter of accounting principles, financial statement disclosure, or auditing scope[385](index=385&type=chunk) [Item 9A. Controls and Procedures](index=71&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of April 30, 2025, with no material changes to internal controls during the fiscal year - Based on an evaluation as of the end of the period, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of April 30, 2025[387](index=387&type=chunk) - There were no material changes to the company's internal control over financial reporting during the year ended April 30, 2025[388](index=388&type=chunk) [Item 9B. Other Information](index=72&type=section&id=Item%209B.%20Other%20Information) This section is not applicable - Not applicable[392](index=392&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=72&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable - Not applicable[393](index=393&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=73&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Thomas Tarala and CFO Guibao Ji, with a five-member Board of Directors, including independent members and an Audit Committee Financial Expert - The executive officers are Thomas Tarala (CEO) and Guibao Ji (CFO). The board of directors consists of Thomas Tarala, Hongyu Zhou, Chenlong Liu, and Kong Liu[396](index=396&type=chunk) - The Board is composed of five members, with Chenlong Liu and Kong Liu determined to be independent directors[407](index=407&type=chunk)[408](index=408&type=chunk) - Chenlong Liu is qualified as the Audit Committee Financial Expert[410](index=410&type=chunk) [Item 11. Executive Compensation](index=78&type=section&id=Item%2011.%20Executive%20Compensation) FY2025 CEO compensation totaled **$1.62 million**, including salary and share awards, while director compensation was set at **$15,000** cash per quarter FY2025 Named Executive Officer Compensation | Name and Principal Position | Salary ($) | Share Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Thomas Tarala (CEO) | 320,000 | 1,300,000 | 1,620,000 | | Guibao Ji (CFO) | 111,111 | - | 111,111 | - CEO Thomas Tarala's employment agreement includes a **$720,000** annual base salary, a **$300,000** stock signing bonus, and a **$1.0 million** success fee related to the YYEM merger[429](index=429&type=chunk) - CFO Guibao Ji's employment agreement includes an annual salary of **$250,000** and a discretionary bonus[436](index=436&type=chunk) - Director compensation was set at **$15,000** cash per quarter, retroactive to each director's appointment[417](index=417&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=81&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Director Hongyu Zhou beneficially owns **55.81%** of the common stock, making him the largest shareholder, with **1,500,000** shares available under the incentive plan Security Ownership of Major Shareholders and Management | Name | of Shares | % of Class | | :--- | :--- | :--- | | Hongyu Zhou (Director) | 8,127,572 | 55.81% | | All current officers and directors as a group (5 persons) | 8,127,572 | 55.81% | - Percentages are based on **14,563,019** shares of Common Stock outstanding as of August 7, 2025[443](index=443&type=chunk) - The company has **1,500,000** shares of common stock available for issuance under its 2020 Global Share Incentive Plan[449](index=449&type=chunk) [Item 13. Certain Relationships and Related Transactions and Director Independence](index=82&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) Director Hongyu Zhou provided a **$4.2 million** guarantee on an investment, resulting in a **$2.8 million** contingent receivable and a **$775,406** payable to him as of April 30, 2025 - Director Hongyu Zhou has provided a guarantee on the value of the company's investment in Brightstar Technology Group Co., Ltd., obligating him to compensate for any decline below a guaranteed amount of **$4,210,385** upon sale[450](index=450&type=chunk) - As of April 30, 2025, the company had a contingent receivable of **$2,827,528** from Mr. Zhou related to the guarantee and a payable of **$775,406** to Mr. Zhou for reimbursed expenses[450](index=450&type=chunk)[451](index=451&type=chunk) [Item 14. Principal Accountant Fees and Services](index=82&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Audit fees from independent accountants increased to **$200,000** in FY2025 from **$120,000** in FY2024, with no other service fees incurred Accountant Fees | | Fiscal 2025 | Fiscal 2024 | | :--- | :--- | :--- | | Audit Fees | $200,000 | $120,000 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$200,000** | **$120,000** | Part IV [Item 15. Exhibit and Financial Statement Schedules](index=83&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists all exhibits and incorporates financial statements by reference, including corporate governance documents, material contracts, and SEC certifications - This section lists the financial statements and exhibits filed with the Form 10-K, including corporate governance documents, material contracts, and SEC certifications[455](index=455&type=chunk)[456](index=456&type=chunk)

Acquisition and Ownership - The Company acquired 70% of Yuanyu Enterprise Management Co., Limited (YYEM) for a total of $56 million, with $16.5 million paid in cash for 20% on March 20, 2024[87]. - Following the acquisition, the Company completed a share exchange transaction on November 21, 2024, acquiring an additional 50% of YYEM for 8,127,572 newly issued shares, resulting in a total ownership of 70%[88]. - The historical operating results of the Company are now those of YYEM, as the legacy business operations are no longer part of the Company's operations following the acquisition[105]. - The Company accounted for the acquisition as a reverse merger, impacting the financial reporting and operational structure moving forward[88]. - The Company’s directors and officers resigned on November 21, 2024, following the completion of the acquisition, and a new board was appointed[88]. Financial Performance - Net revenue increased by $8.4 million, or 581%, for the nine-month period ended January 31, 2025, driven by royalty income from new licensees[113]. - Cost of revenue increased by $1.8 million, or 416%, for the nine-month period ended January 31, 2025, primarily due to increased amortization costs of new intellectual property[114]. - Gross profit increased by $6.6 million, or 651%, for the nine-month period ended January 31, 2025, attributed to higher royalty income[114]. - General and administrative expenses rose by $2,280,120 for the nine-month period ended January 31, 2025, mainly due to increased personnel costs and professional fees[115][116]. - Net income from operations increased by $4.3 million for the nine-month period ended January 31, 2025, primarily from royalty income generated by new licensees[117]. - Net current assets increased to $15.3 million as of January 31, 2025, up from $9.0 million as of April 30, 2024[118]. - Accounts receivable increased by $9.1 million, reflecting recognized royalty revenue in accordance with the company's revenue recognition policy[118]. - The company reported no outstanding indebtedness as of the reporting date[120]. Strategic Initiatives - YYEM generated approximately $1.9 million in royalties for the fiscal year ended January 31, 2024, and has potential cumulative revenue exceeding $70 million from agreements in Japan, South Korea, Europe, and Sub-Saharan Africa over the next three years[104]. - The Company has entered into a Multi-Channel Network (MCN) agency services agreement with TikTok to create and sell content, focusing on live-streaming and user-generated content in the Middle East and North Africa[109]. - The Company has not yet built a network of influencers for the TikTok agreement, and fees generated will depend on user conversion rates[109]. Management and Governance - The new executive team includes Thomas Tarala as CEO and Guibao Ji as CFO, with a focus on leveraging their extensive experience in corporate finance and accounting[90][94]. - The Company dismissed its previous auditor, Olayinka Oyebola & Co, due to SEC charges against them, and engaged Bush & Associates CPA as the new independent registered public accounting firm[106]. Economic Environment - The company does not believe inflation and changes in prices will materially affect its operations[122]. - As a smaller reporting company, the company is not required to provide disclosure about market risk[124].

Acquisition and Business Operations - The Company acquired 70% of Yuanyu Enterprise Management Co., Limited (YYEM) for a total of $56 million, with $16.5 million paid in cash for 20% on March 20, 2024[181]. - On November 21, 2024, the Company completed the purchase of 50% of YYEM for 8,127,572 newly issued shares, representing 55.8% of the outstanding shares of Common Stock[182]. - Following the Acquisition, the Company sold its legacy business to J&M Sports LLC for $1.00, transferring all related assets and liabilities[198]. - The Company has separated from its legacy operations, with YYEM now serving as its primary operating subsidiary[202]. - The new executive team includes Thomas Tarala as CEO and Guibao Ji as CFO, with extensive experience in corporate finance and accounting[184][188]. Financial Performance - Net sales decreased by $1.93 million, or -84%, for the three months ended October 31, 2024, compared to the same period in 2023, primarily due to ongoing inventory availability issues[216]. - Cost of sales decreased by $1.21 million, or -74%, during the three months ended October 31, 2024, resulting in a gross profit decrease of $0.72 million, or -111%[217]. - Selling and marketing expenses decreased by $0.71 million, or -56%, during the three months ended October 31, 2024, reflecting a reduction in marketing activities related to Tennis and Pickleball products[218]. - General and administrative expenses decreased by $0.45 million, or -28%, during the three months ended October 31, 2024, driven by annual insurance policy renewals and ongoing legal fees[220]. - Loss from operations increased by $0.9 million, or 7%, in the three months ended October 31, 2024, due to a decrease in gross profit offset by reduced operating expenses[221]. - Net sales decreased by $4.35 million, or -80%, for the six months ended October 31, 2024, compared to the same period in 2023, attributed to limited inventory availability[225]. - Cost of sales decreased by $3.01 million, or -78%, during the six months ended October 31, 2024, leading to a gross income decrease of $1.34 million, or -87%[226]. - Selling and marketing expenses decreased by $0.28 million, or -49%, during the six months ended October 31, 2024, due to the cessation of marketing activities[227]. - General and administrative expenses increased by $0.42 million, or 10%, during the six months ended October 31, 2024, primarily due to debt settlement and legal fees related to acquisitions[229]. - Loss from operations increased by $1.45 million, or 48%, in the six months ended October 31, 2024, driven by increased operating expenses and reduced gross profit[230]. Cash Flow and Financial Position - As of October 31, 2024, the company had an accumulated deficit of $(172,973,917) and cash and cash equivalents of $1,642,969, compared to $229,705 as of April 30, 2024[232]. - Net cash used in operating activities was $2,726 for the six months ended October 31, 2024, a significant improvement from $(648,056) during the same period in 2023[233]. - The net loss for the period ended October 31, 2024 was $(5,586,889), with net non-cash expenses totaling $2,496,748[233]. - Net cash used in financing activities was $1,546,328 for the six months ended October 31, 2024, compared to net cash provided of $654,479 in the same period in 2023[236]. - Proceeds from the exercise of warrants amounted to $1,618,996 during the six months ended October 31, 2024[236]. - The company has outstanding borrowings of $1,169,291 under related-party loan agreements as of October 31, 2024[238]. - Accrued interest due to related parties was $917,957 as of October 31, 2024[238]. - The repayment deadline for related-party loans has been extended to July 31, 2025[237]. - The company has no off-balance sheet arrangements[240]. Concerns and Future Outlook - There is substantial doubt about the company's ability to continue as a going concern, as noted by the former independent auditors[242]. - YYEM collected approximately $1.9 million in royalties for the fiscal year ended January 31, 2024, and has potential revenues exceeding $70 million from agreements in multiple regions over the next three years[201]. - The Company has a licensee partner in China operating 200 retail stores across 40 cities, charging up to $1,500 for matchmaking services[200]. - YYEM's AI matchmaker application integrates with Big Data models, enhancing its service offerings in the love and marriage market[199]. - The aggregate number of warrants increased from 1,709,097 to 9,426,952 due to adjustments from the reverse stock split[205]. - The Company held a special meeting on September 13, 2023, approving a reverse stock split of 1-for-40, effective September 25, 2023[204].

Financial Performance - Net sales for the three months ended July 31, 2024, decreased by $2.42 million, or 77%, compared to the same period in 2023, primarily due to inventory availability issues[142]. - Gross profit for the same period decreased by $620,628, or 70%, with a gross margin of 41% on actual sales made[144]. - The Company incurred a net loss from continuing operations of $4.22 million for the three months ended July 31, 2024, compared to a loss of $846,765 in the same period in 2023[141]. - Loss from operations increased by $1.4 million or 76% for the three months ended July 31, 2024, compared to the same period in 2023, driven by a $0.78 million increase in total operating expenses and a $0.62 million reduction in gross profit[148]. - Total other expense decreased by $2.00 million or 196% during the three months ended July 31, 2024, with improvements in amortization of debt discounts and loss on conversion of accounts payable to common stock[149]. Cash Flow and Financing - Net cash used in operating activities was $(72,646) for the three months ended July 31, 2024, a significant improvement from $(803,363) in the same period in 2023[153]. - Cash and cash equivalents increased to $1,711,283 as of July 31, 2024, compared to $229,705 as of April 30, 2024[152]. - Net cash used in financing activities was $1,614,958 for the three months ended July 31, 2024, compared to net cash provided of $601,002 in the same period in 2023[154]. - The company has outstanding borrowings of $1,169,291 from related parties as of July 31, 2024, with accrued interest of $917,957[156]. Impairments and Losses - The Company recorded an impairment loss of $11,421,817 related to Gameface as of April 30, 2023, due to higher than anticipated financial resources and time required to achieve profitability[118]. - The Company fully impaired all goodwill as of April 30, 2024[118]. - The Company recorded a loss on the sale of Foundation Sports, which was deconsolidated on December 5, 2022[113]. - The total loss on disposal of Foundation Sports and PlaySight amounted to $0 for the year ended April 30, 2024[117]. Acquisitions and Corporate Actions - The Company agreed to acquire 70% of Yuanyu Enterprise Management Co., Limited for a total of $56 million, with $16.5 million paid in cash[125]. - The Company expects to complete the Acquisition of YYEM by purchasing 5,000 ordinary shares, representing 50% of YYEM, for 8,127,572 newly issued shares of Common Stock[126]. - The Company completed a reverse stock split of 1-for-40 on September 25, 2023, following shareholder approval[122]. - The Company entered into a securities purchase agreement in January 2024, raising approximately $16.5 million through the issuance of common stock and pre-funded warrants[121]. - The Company will transfer all legacy business assets related to the "Slinger Bag" business to a newly established entity, J&M Sports LLC, following the Acquisition[136]. Expenses and Operational Changes - General and administrative expenses increased by $876,119, or 35%, during the three months ended July 31, 2024, driven by debt settlement and legal fees related to the YYEM acquisition[146]. - Selling and marketing expenses decreased by $96,216, or 40%, during the three months ended July 31, 2024, due to reduced net sales and cessation of marketing activities for Tennis products[145]. - Research and development costs remained at $0 during the three months ended July 31, 2024, reflecting limited cash flow available for investment[147]. Management and Governance - The new executive team post-Acquisition will include Thomas Tarala as CEO and Guibao Ji as CFO, among others[126]. - There were no changes in the company's control over financial reporting since April 30, 2024, but material weaknesses were identified[163]. Going Concern - The company had an accumulated deficit of $171,607,773 as of July 31, 2024, raising substantial doubt about its ability to continue as a going concern[150]. - The independent auditors expressed substantial doubt about the company's ability to continue as a going concern in their report accompanying the financial statements[160].

Acquisitions and Investments - The company acquired 100% ownership of Slinger Bag Canada on October 31, 2019, with no historical operational activity reported[19]. - The company agreed to acquire 70% of Yuanyu Enterprise Management Co., Limited for a total of $56 million, resulting in a change of control[41]. - The company purchased 20% of YYEM for $16,500,000 in cash, closing the transaction on March 20, 2024[42]. - The company will issue 8,127,572 newly issued shares of common stock to acquire an additional 50% of YYEM[43]. - The Company will receive aggregate cash payments of $4.5 million from YYEM, with specific payment milestones including $800,000 within two business days and $2 million at Closing[47]. - The Company approved a share exchange agreement to acquire 70% of YYEM, which will result in a change of control and the separation of the Slinger Bag business[103]. Financial Performance and Position - The company recorded an impairment loss of $3,486,599 related to Foundation Sports as of April 30, 2022, due to higher than expected costs and time to market[24]. - As of April 30, 2024, the Legacy Business' assets were approximately $5.1 million, while liabilities were $12.0 million[46]. - The Company received an investment of $16.5 million, regaining compliance with Nasdaq's minimum shareholder equity requirement[80]. - The Company issued 116,510 shares of common stock and pre-funded warrants for an aggregate amount of approximately $16.5 million on January 19, 2024[87]. - Financial statements are prepared on a going concern basis, with substantial doubt about the ability to continue without generating profitable operations or obtaining necessary financing[166]. - The company intends to raise additional funds through public or private financing to support business operations, but there are no guarantees of sufficient capital availability[170]. Sales and Revenue Generation - An exclusive distribution agreement for Padel Tennis was signed on March 7, 2023, projected to generate approximately $15 million in revenue by the end of 2028[32]. - The Company entered into an agreement to sell $693,500 in future receivables for $450,000 in cash on November 16, 2023[33]. - The Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC for $1,000,000 in cash, agreeing to weekly payments of $52,142.86 until the receivable amount is paid in full[90]. - The Company entered into an agreement to sell $1,183,200 in future receivables to Cedar Advance LLC for $752,000 in cash, with weekly payments of $39,440[91]. Stock and Shareholder Matters - The company changed its name to Connexa Sports Technologies Inc. and its ticker symbol to "CNXA" on April 7, 2022[25]. - The Company completed a public offering and listed its common stock on the Nasdaq Capital Market following a reverse stock split[25]. - The Reverse Stock Split was approved at a ratio of 1-for-20, effective June 27, 2024[54]. - Following shareholder approval on May 15, 2024, the exercise price of the October and December Warrants was amended to $3.20 per share[72]. - The Company executed a 1-20 reverse stock split, raising its share price to $8.31, which helped regain compliance with the minimum bid price requirement[84]. Market and Competitive Landscape - The Company operates in the sports equipment and technology business, focusing on the Slinger Launcher, which includes portable tennis, padel, and pickleball ball launchers, along with AI technology and performance analytics through Gameface[99]. - The global tennis market has 80 million active participants, with pickleball recognized as the fastest-growing sport in the U.S. with over 5 million regular players, and an estimated 10 million padel players globally[106]. - The sports equipment and technology industry is highly competitive, with numerous companies vying for market share, which could affect the company's pricing and customer demand[215][216]. Product Development and Innovation - Gameface launched the Slinger App for tennis in April 2024, offering both freemium and subscription-based access to analytics data[118]. - The company is currently in the application process for up to 12 novel innovations related to the planned marketing introduction of a Slinger Baseball Launcher in 2025[143]. - Field testing for new Baseball/Softball launchers is ongoing, with market introduction expected in 2025, and plans for additional sports launchers over the next three years[152]. - The Slinger App for Tennis has been launched and will be fully operational with all planned features by the end of 2024[153]. Marketing and Brand Strategy - Slinger Bag has built a user base of approximately 100,000 users and has access to a database of over 500,000 avid tennis players through its acquisition of Foundation Sports[127]. - The marketing budget is primarily linked to distributor partners' annual purchase objectives, with a consistent Return On Ad Spend (ROAS) of over 10X achieved through digital advertising efforts[132]. - Slinger Bag's marketing strategy focuses on digital advertising, influencers, and brand ambassadors, primarily utilizing platforms like Facebook and Google[124]. - The company has engaged AdVenture Media Group for its paid digital and social media advertising, which is based on scientific analysis of consumer data[132]. - Slinger Bag is leveraging social media engagement from its consumers to generate brand awareness and drive sales through user-generated content[126]. Operational Challenges and Risks - Increasing costs for raw materials, labor, and freight could negatively impact gross margins and profitability, with labor costs at independent manufacturers rising and energy costs fluctuating dramatically[178]. - The company relies heavily on supply chain reliability, with disruptions from the COVID-19 pandemic, geopolitical tensions, and inflationary trends adversely affecting operations and profitability[190]. - International operations face risks including foreign laws, political unrest, and economic conditions, which could adversely impact results of operations and growth strategy[192]. - The ability to respond to changes in market trends and consumer preferences is crucial for maintaining market share and profitability, with potential risks if the company fails to innovate[198]. - Effective management of e-commerce channels and inventory is critical to prevent lost sales and maintain customer relationships, with potential negative impacts on net sales if not managed properly[200]. Corporate Governance and Compliance - The Company amended its bylaws to reduce the quorum requirement for stockholder meetings from a majority to 33.33%[77]. - The Company received a notice from Nasdaq regarding non-compliance with the minimum bid price requirement due to a closing bid price below $1.00 for 30 consecutive trading days[82]. - The company does not condone child labor in its production processes and maintains regular quality control visits to vendor facilities[159]. - The company has established quality control processes in partnership with Stride-Innovation to ensure product consistency and reliability[155]. Human Resources and Management - The company has 8 full-time employees and engages part-time employees and consultants to support operations[160]. - Retaining existing management and key employees is critical for the successful implementation of the company's growth strategy, as their loss could hinder operations[203][204].

Hong Kong-based, operating matchmaking services in emerging Love & Marriage sector.Owner of multiple patented matchmaker AI technologies.Hand-in-Hand branded retail stores, key advantage over competition.FY23 royalty revenue of $1.9 million with licensing agreements in place to deliver $77 million in royalties over the next 3 years. Windsor Mills, MD, March 21, 2024 (GLOBE NEWSWIRE) -- Connexa Sports Technologies Inc. (NASDAQ:CNXA) today announced that, subject to shareholder approval, it has signed definit ...

Revenue up 29 percent for the quarter ending January 31, 2024Operating expenses reduced 26% year-to-dateOperating loss improved 38% year-to-dateNet income improved 92% for Q3 and 96% year-to-dateRevenue on track for estimated 5% growth in FY24 Windsor Mills, MD, March 07, 2024 (GLOBE NEWSWIRE) -- Connexa Sports Technologies Inc. (NASDAQ:CNXA) reported operating results for the quarter and the nine month periods ended January 31, 2024 and provided an update and review of operations. For the third fiscal quar ...

Financial Performance - Net sales increased by $463,776, or 29%, during the three months ended January 31, 2024, compared to the same period in 2023, driven by the introduction of Slinger Bag Pickleball[338]. - Cost of sales increased by $240,887, or 45%, during the three months ended January 31, 2024, primarily due to the increase in net sales[325]. - Gross income increased by $222,889, or 21%, during the three months ended January 31, 2024, attributed to higher net sales and improved supply chain efficiencies[325]. - Loss from operations was $2,193,122 for the three months ended January 31, 2024, compared to a loss of $1,040,617 in the same period in 2023, reflecting an increase in operational losses[337]. - Net loss from continuing operations was $3,772,628 for the three months ended January 31, 2024, a decrease of $3,058,144 compared to a net loss of $6,830,772 in the same period in 2023[337]. Expenses - Selling and marketing expenses rose by $464,853, or 172%, during the three months ended January 31, 2024, largely due to increased social media advertising and public relations investments[340]. - General and administrative expenses increased by $914,179, or 50%, during the three months ended January 31, 2024, primarily driven by higher debt settlement and legal fees[341]. - Research and development costs decreased by $3,638, or 100%, during the three months ended January 31, 2024, due to a pause in development activities caused by limited cash flow[326]. Financing Activities - The company sold $1,183,200 in future receivables to Cedar Advance LLC for $752,000 in cash, agreeing to weekly payments of $39,440 until the receivable amount is paid in full[335]. Business Operations - The company operates in the sports equipment and technology business, owning the Slinger Bag Launcher and Gameface, which provides AI technology and performance analytics for sports[336].