Connexa Sports Technologies Inc.(YYAI) - 2026 Q1 - Quarterly Report

Filing Information Form 10-Q Details This Quarterly Report on Form 10-Q for Connexa Sports Technologies Inc. covers the period ended July 31, 2025, detailing its status as a Nasdaq-listed non-accelerated filer - The report is a Quarterly Report on Form 10-Q for the period ended July 31, 2025[2] - Connexa Sports Technologies Inc. is incorporated in Delaware[2] Company Classification and Trading Information | Attribute | Value | | :--- | :--- | | Trading Symbol | YYAI | | Exchange | Nasdaq Capital Market | | Filer Status | Non-accelerated filer, Smaller reporting company | Shares Outstanding As of September 12, 2025, the company had 14,563,019 shares of common stock outstanding Common Stock Outstanding | Date | Shares Outstanding | | :--- | :--- | | September 12, 2025 | 14,563,019 | Cautionary Statement Regarding Forward-Looking Information Forward-Looking Statements Disclosure This report contains forward-looking statements subject to risks and uncertainties, with no obligation for the company to update them - The report includes forward-looking statements identified by words like 'believe,' 'expect,' 'anticipate,' 'intend,' 'estimate,' 'may,' 'should,' 'could,' 'will,' 'plan,' 'future,' and 'continue'[6] - Actual results may differ materially due to inaccurate assumptions, business risks, and known/unknown uncertainties beyond the company's control[6] - The company does not undertake to update or revise any forward-looking statements, except as required by law[7] Key Risk Factors Key risks include low public float volatility, acquisition impacts, litigation, financing, and macroeconomic factors - Volatility related to the Company's relatively low public float[9] - The effects of prior acquisitions and divestitures on current and future business operations[9] - Strategic and operational uncertainties[9] - Risks associated with potential litigation, financing transactions, or acquisitions[9] - Macroeconomic, competitive, legal, regulatory, tax, and geopolitical factors[9] - Other risks and uncertainties related to prospects, properties, and business strategy[9] PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents Connexa Sports Technologies Inc.'s unaudited consolidated financial statements and detailed notes Consolidated Balance Sheets Total assets increased by $1.8 million, driven by accounts receivable and investments, while cash slightly decreased 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 Revenue and gross profit decreased, while G&A expenses surged, leading to 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 Total shareholders' equity increased from May 1 to 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 Operating cash usage increased, offset by financing, leading to a slight net decrease in cash and equivalents 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 These notes detail accounting policies, risks, assets, revenue, related parties, equity, and subsequent events Note 1. Organization and Nature of Business Connexa acquired YYEM, divested Slinger Bag, now focusing on AI matchmaking technology and MENA 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][33][34] - 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][36] - Following the acquisition, Connexa disposed of its Slinger Bag business, making YYEM its sole operating subsidiary[34][38] - YYEM operates in the emerging love and marriage market sector, aiming to empower global connections through innovative matchmaking technology[38] - YYEM owns advanced patents and proprietary technology, which it licenses out to partners worldwide to develop AI-powered matchmaking platforms[39] - 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[40] - YYEM's revenue model is currently based on licensing fees, generating $12.8 million in royalties for the financial year ended April 30, 2025[40] Note 2. Summary of Significant Accounting Policies This note outlines significant accounting policies, including GAAP, consolidation, revenue, and recent pronouncements - The financial statements are prepared in accordance with U.S. GAAP and SEC rules[45] - The company consolidates entities where it controls more than 50% of voting power or has the ability to govern financial and operating policies[46][47] - Non-controlling interests are classified as a component of equity, reflecting the 30% portion of YYEM not attributable to the Company[50] - Revenue is recognized based on a five-step model (ASC 606) when performance obligations are satisfied, primarily from royalty income for technology licensing[75][78] - Cost of revenue primarily consists of amortization charges for intangible assets (technology rights)[79] - 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] - 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][62] - 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][99][100][101][102][105][106] Note 3. Concentrations of Risk Significant customer and credit risk from reliance on three major customers for nearly all revenue and receivables - 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] 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] Note 4. Intangible Assets Intangible assets, primarily technology rights, are amortized over five years, with a net value of $9.77 million - Technology rights are amortized on a straight-line basis over an estimated useful life of five years[114] 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] Note 5. Revenue – Segment Reporting by Geographic Region Revenue segmented by geographic region (Hong Kong, US, UK) decreased by 8% year-over-year 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 Accounts receivable increased by $3.0 million to $18.39 million, with no credit loss provisions 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] Note 7. Investment Investment in Brightstar Technology Group is subject to a downside guarantee, ensuring a minimum value - The company holds a quoted investment in Brightstar Technology Group Co., Ltd., a Hong Kong Stock Exchange-listed company[123] - A downside guarantee from the investment's contributor ensures a minimum value, with compensation for shortfalls recognized as 'Shares guarantee income'[123][124] Note 8. Amount Due From Related Party Amount due from related party Hongyu Zhou decreased to $1.75 million, related to an investment guarantee, expected to settle 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][126] - The amount due to Hongyu Zhou represents expenses paid on behalf of the company[127] Note 9. Accrued Expenses Accrued expenses increased to $2.75 million, primarily due to higher 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 Common shares outstanding increased to 14.56 million, mainly due to YYEM acquisition and warrant exercises Common Stock Issued and Outstanding | Date | Shares Issued and Outstanding | | :--- | :--- | | 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] - From August 1, 2024, through October 31, 2024, 3,776,305 shares were issued for warrant exercises[133] - 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] Note 11. Commitments and Contingencies No material legal proceedings or litigation existed as of July 31, 2025, that could adversely impact financial position - 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][139] Note 12. Subsequent Events Post-period, the company closed a $4.6 million private placement, increased ATM facility, and entered a crypto exchange JV - 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] - On August 22, 2025, the company increased the amount it could raise through its 'at the market' (ATM) facility to $200,000,000[141] - 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and results for the three months ended July 31, 2025, covering business, fundraising, and operations Overview Connexa operates through YYEM, focusing on AI matchmaking technology and content development for TikTok in MENA - 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] - YYEM licenses advanced patents and proprietary technology to develop an AI-powered matchmaking platform for global partners[146] - YYEM generated $3.0 million in royalties from license agreements across Asia, Europe, and Africa for the three months ended July 31, 2025[147] - 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] Fundraising The company completed a $4.6 million private placement and increased its ATM facility to $200 million for capital flexibility - 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] - The private placement closed on August 19, 2025, generating $4,600,000 in gross proceeds[149] - 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] Recent Developments The company entered a JV with JuCoin Capital to establish a crypto exchange, contributing $250 million for a 51% stake - On August 25, 2025, the company and JuCoin Capital Pte Ltd signed a JV Agreement to establish a cryptocurrency exchange[151] - Each party will contribute $250 million in cash or cryptocurrency to the JV[151] - The company will receive 51% of the JV's share capital and appoint three of the five board members[151] Components of Results of Operations This section defines revenue, cost of revenue, general and administrative expenses, and gross profit components - Revenue is generated from license fees for the use of the company's technology[152] - Cost of revenue primarily consists of amortization charges against intangible assets (technology rights)[153] - General and administrative expenses include salaries, benefits, professional fees (legal, accounting, consulting), travel, and other office expenses[154] - Gross profit is calculated as revenue minus cost of revenue[154] Results of Operations (Three months ended July 31, 2025, compared to July 31, 2024) Revenue decreased by 8%, gross profit declined by 11%, and G&A expenses surged by 764%, leading to a 39% drop 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] - Cost of revenue remained constant as it consists solely of intangible asset amortization[157] - 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] Liquidity and Capital Resources Working capital increased by 13%, net cash used in operating activities rose by 80%, and existing cash is sufficient for 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] - The increase in net cash used in operating activities was primarily driven by a $0.7 million increase in general and administrative expenses[161] - 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] Off Balance Sheet Arrangements The company has no material off-balance sheet arrangements impacting its financial condition or liquidity - The company has no material off-balance sheet arrangements[164] Significant Accounting Policies This section reiterates key accounting policies: estimates, credit losses, impairment, fair value, revenue, and new pronouncements Use of Estimates Management makes estimates and assumptions for financial statements, particularly for long-lived assets and deferred tax valuation - 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] - Actual results may differ materially from estimates, impacting future operations[167] Allowance for Credit Losses The company adopted the CECL model for credit losses but recorded no reserves as of July 31, 2025, and April 30, 2025 - 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] - No reserves for credit losses were made as of July 31, 2025, and April 30, 2025[170] Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment, but no 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] - No impairment charge was recognized for the three months ended July 31, 2025, and 2024[171] Fair Value of Financial Instruments Fair value is the price for an orderly transaction, and short-term financial instruments approximate fair value - Fair value is the price received from selling an asset or paid to transfer a liability in an orderly transaction between market participants[172] - The carrying amount of cash and cash equivalents and accounts receivable approximates fair value due to their short-term maturity[71] Revenue Recognition Revenue is recognized under ASC 606 using a five-step model, primarily from royalty income for technology licensing over time - 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][174] - Royalty income from license fees for technology rights is recognized over time as the technology rights are used by customers[176] Income Taxes The company applies ASC 740 for income taxes; prior to acquisition, YYEM allocated taxable income to members, no federal tax provision - The company adopted ASC 740, Income Taxes, using the asset and liability method[177] - 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] Share-Based Payment Share-based compensation is accounted for under ASC 718, measured at grant date fair value and expensed 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] Recent Accounting Pronouncements The company evaluated new FASB ASUs and does not expect a material impact on its financial position, results, 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][182][183][184][185][186][187] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section is not applicable to the company, indicating no material market risk disclosures are required - This section is not applicable to the company[188] Item 4. Controls and Procedures Disclosure controls and procedures were effective as of July 31, 2025, with no material changes in internal control - The company's disclosure controls and procedures were evaluated and deemed effective as of July 31, 2025[190] - There were no material changes in internal control over financial reporting during the quarter ended July 31, 2025[191] PART II - OTHER INFORMATION Item 1. Legal Proceedings No material pending or threatened legal proceedings existed that could significantly affect the company's operations - 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] - 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] Item 1A. Risk Factors No material changes to the risk factors previously disclosed in the 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company completed a private placement on August 19, 2025, issuing 20 million units to raise $4.6 million - 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] - The private placement targeted gross proceeds of $4.6 million and closed on August 19, 2025[197] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities[198] Item 4. Mine Safety Disclosures This section is not applicable to the company - This section is not applicable to the company[199] Item 5. Other Information No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - 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] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including director agreements, the JV agreement, and certifications - Director Service and Indemnity Agreement with Bini Zhu (August 15, 2025)[201] - Joint Venture Agreement with JuCoin Capital Pte Ltd (August 25, 2025)[201] - Certifications of Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a) and 18 U.S.C. 1350)[202] - Inline XBRL Instance Document and Taxonomy Extension Documents[202] Signatures Report Signatures The report was signed on September 15, 2025, by the CEO and CFO of Connexa Sports Technologies Inc - The report was signed on September 15, 2025[206] - Signatories include Thomas Tarala, Chief Executive Officer, and Guibao Ji, Chief Financial Officer and Principal Accounting Officer[206]