UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended July 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For
the transition period from ________ to ________
Commission
File Number: 01-41423
CONNEXA
SPORTS TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Delaware
61-1789640
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
74
E. Glenwood Ave., #320
Smyrna ,
DE 19977
(Address
of principal executive offices, including Zip Code)
(646)
453-0678
(Registrant’s
Telephone Number, including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, $0.001 par
value
YYAI
Nasdaq Capital Market
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934
Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The
number of shares outstanding of the registrant’s Common Stock, $ 0.001 par value per share, as of September 12, 2025, was 14,563,019 .
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
This
report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “may,” “should,” “could,” “will,” “plan,” “future,”
“continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to
historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts
of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties,
a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained
in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. A wide
variety of factors could cause or contribute to such differences and could adversely impact revenue, profitability, cash flows, and capital
needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to
be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity,
performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed
or implied by any forward-looking statements.
Important
factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but
are not limited to, the following:
●
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;
and
●
other risks and uncertainties
related to our prospects, properties, and business strategy.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as
of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements
to conform these statements to actual results, whether as a result of new information, future events, or otherwise.
As
used in this report, the terms “Connexa,” “Company,” “we,” “us,” and “our” refer to Connexa Sports Technologies Inc., unless otherwise indicated.
i
TABLE
OF CONTENTS
Page
PART I - FINANCIAL INFORMATION:
F-1
Item 1. Financial Statements (Unaudited)
F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
1
Item 3. Quantitative and Qualitative Disclosures About Market Risk
7
Item 4. Controls and Procedures
7
PART II - OTHER INFORMATION:
8
Item 1. Legal Proceedings
8
Item 1A. Risk Factors
8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
8
Item 6. Exhibits
8
SIGNATURES
9
ii
PART
I
ITEM
1. FINANCIAL STATEMENTS
CONNEXA
SPORTS TECHNOLOGIES INC.
CONSOLIDATED
BALANCE SHEETS
(Amounts
in U.S. dollars, except for numbers of shares or as otherwise noted)
As
of July 31,
As of April 30,
2025
2025
(unaudited)
(audited)
ASSETS
Current Assets:
Cash and cash equivalents
$ 52,693
$ 54,744
Investment
2,464,615
1,382,857
Accounts receivable
18,388,701
15,388,701
Amount due from related party
1,745,770
2,827,528
Other current assets
2,320,983
2,742,329
Total Current Assets
24,972,762
22,396,159
Non-Current Asset:
Intangible assets, net
9,765,404
10,509,635
Total Non-Current Asset
9,765,404
10,509,635
TOTAL ASSETS
$ 34,738,166
$ 32,905,794
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current Liabilities:
Accrued expenses
$ 2,750,406
$ 2,428,131
Amount due to related party
775,406
775,406
Income taxes payable
3,532,800
3,283,634
Total Current Liabilities
7,058,612
6,487,171
Total Liabilities
7,058,612
6,487,171
Commitments and Contingencies
-
-
SHAREHOLDERS’ EQUITY
Common stock, par value $ 0.001 , 1,000,000,000
shares authorized as of both July 31, 2025 and April 30, 2025, and 14,563,019
and 14,563,026 shares issued and outstanding as of July 31, 2025 and April 30, 2025, respectively
14,563
14,563
Additional paid in capital
19,138,786
19,138,786
Retained earnings
7,005,766
6,123,114
Total Connexa Sports Technologies Inc. shareholders’ equity
26,159,115
25,276,463
Non-controlling interest
1,520,439
1,142,160
Total Shareholders’ Equity
27,679,554
26,418,623
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 34,738,166
$ 32,905,794
The
accompanying notes are an integral part of these consolidated financial statements.
F- 1
CONNEXA
SPORTS TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR
THE THREE-MONTH PERIODS ENDED JULY 31, 2025 AND 2024
(Amounts
in U.S. dollars, except for numbers of shares or as otherwise noted)
2025
2024
For the Three-Month Period Ended
July 31,
July 31,
2025
2024
(unaudited)
(unaudited)
REVENUE
$ 3,000,000
$ 3,272,727
COST OF REVENUE
744,231
744,231
GROSS PROFIT
2,255,769
2,528,496
OPERATING EXPENSES
General and administrative expenses
764,386
88,520
Total Operating Expenses
764,386
88,520
OPERATING INCOME
1,491,383
2,439,976
NON-OPERATING INCOME
Gain on financial assets at fair value through profit or loss
1,081,758
568,297
Interest Income
18,714
16,342
Total Non-Operating Income
1,100,472
584,639
NON-OPERATING EXPENSE
Share guarantee expense
( 1,081,758 )
( 568,297 )
Total Non-Operating Expense
( 1,081,758 )
( 568,297 )
NET INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE
1,510,097
2,456,318
Income tax expense
( 249,166 )
( 405,293 )
NET INCOME AND TOTAL COMPREHENSIVE INCOME
1,260,931
2,051,025
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST
( 378,279 )
-
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
$ 882,652
$ 2,051,025
Net income per share - basic
$ 0.06
0.18
Weighted average common shares outstanding - basic
14,563,023
11,610,817
Weighted average common shares outstanding - diluted
14,563,023
11,610,817
The
accompanying notes are an integral part of these consolidated financial statements.
F- 2
CONNEXA
SPORTS TECHNOLOGIES INC.
CONSOLIDATED
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR
THE THREE-MONTH PERIODS ENDED JULY 31, 2025 AND 2024
(Amounts
in U.S. dollars, except for numbers of shares or as otherwise noted)
Shares
Amount
Capital
Earnings
equity
Interest
Equity
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Connexa
Sports
Technologies Inc.
shareholders’
equity
Non-
Controlling
Interest
Total
Shareholders’
Equity
Balance as of - May 1, 2024
10,000
$ 1,282
$ 19,095,000
$ 2,626,394
21,722,676
$ -
$ 21,722,676
Total comprehensive
income for the period
-
-
-
2,051,025
2,051,025
-
2,051,025
Balance as of - July 31, 2024
10,000
$ 1,282
$ 19,095,000
$ 4,677,419
23,773,701
$ -
$ 23,773,701
Balance as of - May 1, 2025
14,563,026
$ 14,563
$ 19,138,786
$ 6,123,114
25,276,463
$ 1,142,160
$ 26,418,623
Balance
14,563,026
$ 14,563
$ 19,138,786
$ 6,123,114
25,276,463
$ 1,142,160
$ 26,418,623
Total comprehensive
income for the period
-
-
-
882,652
882,652
378,279
1,260,931
Balance as of - July 31, 2025
14,563,019
$ 14,563
$ 19,138,786
$ 7,005,766
26,159,115
$ 1,520,439
$ 27,679,554
Balance
14,563,019
$ 14,563
$ 19,138,786
$ 7,005,766
26,159,115
$ 1,520,439
$ 27,679,554
The
accompanying notes are an integral part of these consolidated financial statements.
F- 3
CONNEXA
SPORTS TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE THREE-MONTH PERIODS ENDED JULY 31, 2025 AND 2024
(Amounts
in U.S. dollars, except for numbers of shares or as otherwise noted)
2025
2024
CASH FLOW FROM OPERATING ACTIVITIES
Net income
$ 1,260,931
$ 2,051,025
Adjustments to reconcile net income to net cash used in operating activities
Amortization expense
744,231
744,231
Gain on financial assets at fair value through profit or loss
( 1,081,758 )
( 568,297 )
Changes in assets and liabilities, net of acquired amounts
Accounts receivable
( 3,000,000 )
( 1,606,060 )
Other current assets
421,346
( 1,677,486 )
Accrued expenses
322,275
50,000
Income taxes payable
249,166
405,293
Net cash used in operating activities
( 1,083,809 )
( 601,294 )
CASH FLOW FROM FINANCING ACTIVITIES
Amount due from related party
1,081,758
568,297
Amount due to related party
-
38,506
Net cash provided by financing activities
1,081,758
606,803
NET INCREASE (DECREASE) IN CASH
( 2,051 )
5,509
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
54,744
39,351
CASH AND CASH EQUIVALENTS - END OF PERIOD
$ 52,693
$ 44,860
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION
Amount due from related party
$ 1,081,758
$ ( 2,497,049 )
Amount due to related party
$ -
$ 50,145
The
accompanying notes are an integral part of these consolidated financial statements.
F- 4
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
1. ORGANIZATION AND NATURE OF BUSINESS
SCHEDULE
OF EQUITY METHOD INVESTMENTS
Entity
Date of
incorporation
Place of
incorporation
Percentage of
direct or
indirect
ownership
Principal activities
Subsidiary:
Yuanyu Enterprise Management Co., Limited
November 11, 2021
Hong Kong
70 % owned by the Company
Technology licensing
Lazex
Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015. From 2019 through 2021, Lazex acquired
various entities related to the manufacture and distribution of the Slinger Bag Launcher, a portable tennis ball, padel tennis ball,
and pickleball launcher. In 2019, Lazex changed its name to Slinger Bag Inc., and in 2022 Slinger Bag Inc. changed its name to Connexa
Sports Technologies Inc.
In
2021 and 2022, Connexa acquired three companies: Foundation Sports Systems, LLC, Flixsense Pty, Ltd. (known as Gameface), and PlaySight
Interactive Ltd. Over the course of 2022 and 2023, the Company disposed of and fully impaired the goodwill and intangible assets related
to all of these.
On
January 19, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three
investors (the “January 2024 Investors”) for the issuance and sale to each investor of (i) 116,510 shares of common stock
(the “January Shares”) and (ii) pre-funded warrants to purchase an aggregate of 1,258,490 shares of common stock (the “Pre-Funded
Warrants”) at a combined purchase price of $ 4 per share of common stock for an aggregate amount of approximately $ 16.5 million.
The Pre-Funded Warrants had an exercise price of $ 0.0002 per share of common stock and became exercisable beginning on May 15, 2024,
the date stockholder approval was received and effective, allowing exercisability of the Pre-Funded Warrants under Nasdaq rules until
they were exercised in full. The aggregate number of shares issued to the January 2024 Investors was 349,530 and the aggregate number
of Pre-Funded Warrants was 3,775,470 .
From
April 2024 through May 2024, the Company acknowledged and agreed to the entry into certain warrant purchase agreements by the January
2024 Investors and 10 purchasers (the “Pre-Funded Warrant Purchasers”) pursuant to which the January 2024 Investors sold
all of the 3,775,470 Pre-Funded Warrants to Pre-Funded Warrant Purchasers for an aggregate amount of $ 18,877,350 in cash.
On
May 28, 2024, the Company filed a registration statement in respect of 1,925,000 shares of its common stock consisting of (a) 349,530
January Shares and (b) 1,575,470 shares of common stock issuable upon the exercise of the Pre-Funded Warrants and on August 21, 2024
the registration statement became effective.
On
June 27, 2024, the Company (i) increased the number of authorized shares of common stock from 300,000,000
to 1,000,000,000
and (ii) effected a 1-for-20
reverse stock split (the “Reverse Stock Split”) , where the Company’s common stock began to trade on a reverse split adjusted basis. No fractional
shares were issued in connection with the reverse stock split; all such fractional interests were rounded up to the nearest whole
number of shares of common stock. Unless otherwise stated, all share and per share information in these financial statements has been adjusted
to reflect the Reverse Stock Split.
F- 5
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
1. ORGANIZATION AND NATURE OF BUSINESS (cont.)
Prior
to this, on March 18, 2024, the Company had entered into a share purchase agreement (the “Purchase Agreement”) and a share
exchange agreement (the “Exchange Agreement”) to acquire 70 % of Yuanyu Enterprise Management Co., Limited (“YYEM”)
from Mr. Hongyu Zhou, the sole shareholder of YYEM (the “YYEM Seller”) for a combined $ 56 million (the “Acquisition”).
$ 16.5 million of this amount was paid in cash pursuant to the Purchase Agreement, and the balance was required to be paid in shares pursuant
to the Exchange Agreement following approval by shareholders and by Nasdaq. The Exchange Agreement also called for an inducement payment
to the Company of $ 5 million by YYEM.
Nasdaq
approved the transaction on November 18, 2024, and the closing of the Acquisition took place on November 21. As a result of this transaction,
a change of control was effected. The shareholders of YYEM became the owners of approximately 75.3% of the issued and outstanding shares
of common stock, and five directors were appointed by the YYEM Seller to replace the prior directors who had resigned. Slinger Bag Americas
Inc., the Company’s wholly owned subsidiary prior to the closing, was sold to a newly established Florida limited liability company
called J&M Sports LLC (“J&M”), owned by several former directors and officers of the Company, as required by the
Exchange Agreement. In receiving substantially all of the then-existing assets of the Company at the closing, J&M also became responsible
for all past and future liabilities related to the Slinger Bag business.
The
transactions were accounted for as a “reverse acquisition” since they occurred immediately following the consummation of
the transaction through which the shareholders and management of YYEM gained effective control of the combined company. The former shareholders
of the Company, whose shares were acquired by the YYEM Seller, own and control approximately 24.7 % of the shares and votes in the Company.
The management of the Company is drawn predominantly from YYEM.
For
accounting purposes, YYEM was deemed to be the accounting acquirer in the transaction, and the Company, the legal acquirer, was deemed
to be the accounting acquiree.
The
consolidated financial statements represent a continuation of the consolidated financial statements of YYEM and reflect the following:
(a)
The assets and liabilities
of the YYEM were recognized and measured in the consolidated statement of financial position at their carrying amounts before the
acquisition.
(b)
The identifiable assets
and liabilities of the Company were recognized and measured in the consolidated financial statements at their acquisition-date fair
values.
(c)
The retained earnings and
other equity balances recognized in the consolidated financial statements are the retained earnings and other equity balances of
the YYEM immediately before the acquisition.
(d)
The amount recognized as
issued equity interest in the consolidated financial statements was determined by adding the issued equity of the YYEM outstanding
immediately before the acquisition to the fair value of the purchase consideration of the acquisition. The fair value of the purchase
consideration is based on the fair value of the Company at the completion date. However, the equity structure appearing in the consolidated
financial statements reflects the equity structure of the Company, including the equity instruments issued by the Company to effect
the acquisition.
F- 6
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
1. ORGANIZATION AND NATURE OF BUSINESS (cont.)
(e)
The consolidated statement
of comprehensive income for the financial year ended July 31, 2025 reflects that of the YYEM for the full period together with the
post-acquisition results of the Company.
(f)
The comparative figures
presented in the consolidated financial statements are those of the YYEM.
Since
the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM has been the sole operating subsidiary of the Company.
Established in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector. YYEM’s mission
is to empower global connections through innovative matchmaking technology. YYEM owns advanced patents and other proprietary technology
which it licenses out, and it is using this intellectual property to develop an AI-powered matchmaking platform to license to partners
worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. The Company believes YYEM’s
pioneering technology has the power to transform the matchmaking industry, leading to greater success for YYEM’s licensees and
their clients, and ultimately leading to more people finding successful life partnerships.
YYEM
is also developing a social networking vertical to produce content for live-streaming or for serving as videos to TikTok users in the
Middle East and North Africa (the “MENA region”), which the Company anticipates will provide an independent revenue stream
capitalizing on TikTok’s strength in the MENA region relative to the uncertainty the app faces in the United States. The fees generated
by the arrangement with TikTok will depend on the rate of conversion by TikTok end-users.
YYEM’s,
and thus the Company’s, revenue model is currently based on licensing fees with its partners, which the Company intends to bolster
through the development or acquisition of additional patents. Through YYEM, the Company generated royalties of $ 12.8 million for its
financial year ended April 30, 2025.
YYEM
was registered in Hong Kong on November 11, 2021. Its business purpose is to provide technology services. YYEM’s registered office
is located at Rm 4, 16/F, Ho King Comm Ctr, 2-16 Fayuen St, Mongkok, Kowloon, Hong Kong.
For
details of all prior operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited, and
Flixsense Pty, Ltd. please see the Company’s previous filing on Form 10-K for the year ended April 30, 2024, filed July 25,
2024.
On
June 30, 2025, the Company entered into a securities purchase agreement with certain investors, providing for the private placement
of 20,000,000
units (“Units”), each Unit consisting of one share of common stock, par value $ 0.001
per share, and two warrants (“Warrants”), both of such Warrants with identical terms (the “Private
Placement”). Each Unit was offered at a price of $ 0.23 ,
and each Warrant has a five 5 -year
exercise period, with an exercise price of $ 0.89 .
The total gross proceeds from the Private Placement without taking into account any exercise of the Warrants will be $ 4,600,000 .
F- 7
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in
the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission
(“SEC”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial
statements are summarized below.
Principles
of consolidation
A
subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company
has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings,
or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders
or equity holders.
The
accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiary.
A subsidiary is an entity over which the Company has control. Control is achieved when the Company has power over the investee, is exposed
to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns.
A
subsidiary is consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee
if facts and circumstances indicate changes to one or more of the three elements of control listed above.
All
inter-company balances and transactions are eliminated upon consolidation. The results of subsidiary acquired are recorded in the consolidated
statements of operations from the effective date of acquisition, as appropriate.
All
significant transactions and balances between the Company and its subsidiary have been eliminated.
Non-controlling
Interests
In
accordance with ASC 810-10-45, “Noncontrolling Interests in Consolidated Financial Statements,” the Company classifies non-controlling
interests as a component of equity within the consolidated balance sheet. Effective with the purchase of the additional 50 % of YYEM on
November 21, 2024, the percentage that the Company owns in YYEM was increased to 70 %. The remaining 30 % is reflected as non-controlling
interests in the consolidated financial statements.
For
the Company’s non-wholly owned subsidiary, a non-controlling interest is recognized to reflect the portion of equity that is not
attributable, directly or indirectly to the Company. Consolidated net income or loss in the-Consolidated Statements of Operations and
Comprehensive Income includes net income or loss attributable to non-controlling interests when applicable.
F- 8
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Use
of estimates
The
preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates
and assumptions related to long-lived assets and accounts receivable. The Company bases its estimates and assumptions on current facts, historical
experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily
apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates.
To the extent there are material differences between the estimates and the actual results, future results of operations will be
affected.
Foreign
currency
The
Company’s reporting currency is the U.S. Dollar (“USD”). The functional currencies of its subsidiaries are their respective
local currencies. The determination of the respective functional currency is based on the criteria set out by ASC 830, “Foreign
Currency Matters”.
Transactions
denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates
prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional
currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost
in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising
from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income.
Cash
and cash equivalents
For
financial accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three
months or less at the time of purchase.
F- 9
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Accounts
receivable
Accounts
receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers. Accounts receivable
do not bear interest.
Since
July 1, 2022, the Company early adopted Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition
method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, resulting in more timely
recognition of credit losses. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit
loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting
from the application of ASC 606, including contract assets. The adoption of this guidance had no impact on the allowance for credit losses
for accounts receivable as of July 31, 2022.
The
Company maintains an allowance for credit losses, recorded as an offset to accounts receivable. Estimated credit losses charged to the
allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive
income/(loss). The Company assesses collectability by reviewing accounts receivable aging schedules.
In
determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the
balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may
affect the ability to collect from customers. Delinquent account balances are written off against the allowance after management determines
that collection is not probable.
For
the three months ended July 31, 2025 and 2024, the Company did not record any expected credit losses against accounts receivable.
Intangible
Assets
Intangible
assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired as additional paid-in
capital is the fair value at the date of acquisition. Each intangible asset with a finite life is subsequently amortized over the useful
economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization
period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each year end.
Impairment
of long-lived assets
Long-lived
assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions
that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life
is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying
value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual
disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes
an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized
for the three months ended July 31, 2025 and 2024 was nil .
F- 10
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Related
party and related-party transactions
Related
parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies
are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative,
shareholder, or a related corporation.
Transactions
involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their
related-party nature.
Accrued
Expenses
Accrued
expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date,
including payroll and related expenses, interest, professional fees, and other operating costs. Accruals are based on management’s
best estimates and are adjusted to actual amounts when the obligations are invoiced or settled.
Fair
value of financial instruments
Fair
value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which
it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.
Accounting
guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs
that may be used to measure fair value:
Level 1 —
Observable inputs that
reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 —
Other inputs that are directly
or indirectly observable in the marketplace.
Level 3 —
Unobservable inputs which
are supported by little or no market activity.
ASC
820 describes three main approaches to measuring the fair value of assets and liabilities:
Market Approach
—
Uses prices and other relevant
information generated from market transactions involving identical or comparable assets or liabilities.
Income Approach
—
Uses valuation techniques
to convert future amounts to a single present value, based on current market expectations about those future amounts.
Cost Approach
—
Based on the amount that
would currently be required to replace an asset.
The
Company’s financial instruments consist of cash and cash equivalents and accounts receivable. The carrying amount of these financial
instruments approximates fair value due to their short-term maturity.
As
discussed in Note 7, the Company holds a Level 1 investment in a Hong Kong company that has a quoted market price. The contributor of
this investment has provided a downside guarantee to ensure a minimum value, so the asset is carried at a consistent value during periods
in which the per-share price of the investment is below the originally contributed amount.
F- 11
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue
recognition
Revenue
represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course
of the Company’s activities and is recorded net of VAT. The Company adopts the five steps for the revenue recognition: (i) identify
the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv)
allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies
a performance obligation.
Consistent
with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations
are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at
a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred
to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and
(v) acceptance of the good or service.
Royalty
income
In
the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled
for its products and services. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company’s
terms and conditions vary by customer and typically provide net 90-day terms.
The
Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the
customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance
with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been
signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is
provided to the customers.
Cost
of revenue
The
Company’s cost of revenue consists primarily of amortization charge of intangible assets – technology rights, which are directly
attributable to the revenue.
General
and administrative expenses
General
and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional
fees for external legal, accounting and other consulting services, travelling expenses and other general office and administrative expenses.
F- 12
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income
taxes
The
Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes.
Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Prior
to the acquisition by YYAI, YYEM was a limited liability company. As a limited liability company, the Company’s taxable income
or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal
income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax
liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.
Share-Based
Payment
The
Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation . Under the fair
value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the
award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
Commitments
and contingencies
From
time to time, the Company may be a party to various legal actions arising in the ordinary course of business. The Company accrues costs
associated with these matters when they become probable and the amounts can be reasonably estimated. Legal costs incurred in connection
with loss contingencies are expensed as incurred. For the three months ended July 31, 2025 and 2024, the Company did not have any material
legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on the Company’s financial
position, results of operations, or cash flows.
Earnings
Per Share
Basic
earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding
during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents
outstanding during the period.
All
common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings
per share as the effect is antidilutive.
F- 13
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Basic
net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption
value and deemed dividends on preferred shares, by the weighted average number of ordinary shares outstanding during the year using the
two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based
on their respective participating rights. The Company’s preferred shares are considered participating securities because they participate
in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb
the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary and preferred shares,
whereas any undistributed net loss is allocated to ordinary shares only.
Diluted
net income per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the accretion and allocation
of net income related to preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares
outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of preferred shares and convertible
loans using the if-converted method, and ordinary shares issuable upon the vesting of restricted shares or exercise of outstanding share
options, using the treasury stock method based on the most advantageous conversion rate or exercise price from the standpoint of the
security holder. Ordinary equivalent shares are excluded from the denominator of the diluted earnings per share calculation when their
inclusion would be anti-dilutive.
Comprehensive
income
The
Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive income and its components
in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Company during a period
arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions
to shareholders.
Segment
reporting
ASC
280, Segment Reporting , (“ASC 280”), establishes standards for companies to report in their financial statements information
about operating segments, products, services, geographic areas, and major customers.
Based
on the criteria established by ASC 280, the Company’s Chief Executive Officer, who reviews consolidated results when making
decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only one reportable
segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. Substantially all of the
Company’s long-lived assets are located in the PRC, no geographical segments are presented.
Recent
accounting pronouncements
The
Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,
results of operations, cash flows, or disclosures.
F- 14
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
In
November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures,”
which focuses on improving the disclosures about a public business entity’s expenses and addresses requests from investors for
more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization,
and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is
effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,
2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the
adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
In
November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions
of Convertible Debt Instruments . The amendments provide guidance on accounting for induced conversions of convertible debt instruments.
The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those
annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently
evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial
position, results of operations, or cash flows.
In
January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures.” The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities
are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting
periods beginning after December 15, 2027. Early adoption of is permitted. The Company is currently evaluating the impact of this
amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations
and cash flows.
In
March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin
No. 122 . The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning
after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial
position, results of operations, or cash flows.
In
May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting
Acquirer in the Acquisition of a Variable Interest Entity . The amendments provide guidance on identifying the accounting acquirer
in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December
15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or
annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this
guidance will have a material impact on its financial position, results of operations, or cash flows.
F- 15
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
In
May 2025, the FASB issued ASU 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers
(Topic 606): Clarifications to Share-Based Consideration Payable to a Customer . The amendments clarify the accounting for share-based
consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including
interim periods within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently
evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial
position, results of operations, or cash flows.
In
July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for
Accounts Receivable and Contract Assets . The amendments provide a practical expedient and, if applicable, an accounting policy election
to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting
periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted
in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is
currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact
on its financial position, results of operations, or cash flows.
The
Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a
material effect on the Company’s financial statements. The Company does not discuss recent pronouncements that are not anticipated
to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
F- 16
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
3: CONCENTRATIONS OF RISK
Concentration
of customer risk
The
following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable:
SCHEDULE
OF CONCENTRATIONS OF CREDIT RISK
As of
July 31, 2025
As of
July 31, 2024
Customer A
43 %
44 %
Customer D
26 %
26 %
Customer E
31 %
30 %
Concentration of customer risk
31 %
30 %
Concentration
of credit risk
The
Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration. As
of July 31, 2025 and April 30, 2025, the Company held cash and cash equivalents of $ 52,693 and $ 54,744 , respectively, substantially all
of which were maintained with major financial institutions that management believes to have high credit quality.
Accounts
receivable totaled $ 18,388,701 and $ 15,388,701 as of July 31, 2025 and April 30, 2025, respectively, and are derived from customer transactions.
The Company’s accounts receivable and revenue are concentrated among three major customers, which together accounted for approximately
100 % of total accounts receivable and total revenue for the three-month periods ended July 31, 2025 and July 31, 2024.
The
Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when
necessary.
Note
4: INTANGIBLE ASSETS
Technology
rights are stated at cost less accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over
their estimated useful lives of five years .
SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS
Schedule of Acquisition of Intangible Asset – Technology Right
Date
Note
Amount
02/01/2022
Hey Yuan metaverse Marriage and Love social platform
$ 384,515
02/01/2023
Shangou secure shopping
1,200,000
02/01/2023
Xinjudi creative base system
1,300,100
01/31/2024
Safe transaction method of payment with QR code
1,500,000
01/31/2024
Multifunctional network information security server
1,500,000
01/31/2024
Internet of things trade follow up method
1,500,000
01/31/2024
Retail information management control
1,500,000
01/31/2024
Live scene video automatic production system
1,500,000
01/31/2024
Video chat method and other storage media
1,500,000
01/31/2024
Speech recognition and other methods
1,500,000
01/31/2024
Data processing method and other storage media
1,500,000
Total
$ 14,884,615
F- 17
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
4: INTANGIBLE ASSETS (cont.)
Schedule
of Amortization of Intangible Asset – Technology Right
Date
Note
Amount
7/31/2025
Cost
$
14,884,615
7/31/2025
Accumulated
amortization
( 5,119,211
)
Net value
of Intangible Asset – Technology Right as of July 31, 2025
$
9,765,404
Amortization
expense for the three months ended July 31, 2025 and 2024 was approximately $ 744,231 and $ 744,231 respectively. These amounts are included
in cost of revenue in the consolidated statements of operations and comprehensive income.
Note
5 : REVENUE – SEGMENT REPORTING BY GEOGRAPHIC REGION
The
following represents the Company’s revenue segmented by geographic region for the three months ended July 31, 2025 and 2024.
SCHEDULE
OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION
Location
For the three months ended July 31, 2025
For the three months ended July 31, 2024
Location
For the three months ended July 31, 2025
For the three months ended July 31, 2024
Hong Kong
$ 1,250,000
$ 1,363,636
United States of America
750,000
818,182
United Kingdom
1,000,000
1,090,909
Total
$ 3,000,000
$ 3,272,727
Note
6: ACCOUNTS RECEIVABLE
Accounts
receivable consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE
As of July 31,
As of April 30,
2025
2025
Accounts receivable
$ 18,388,701
$ 15,388,701
As
of July 31, 2025 and April 30, 2025, all accounts receivable were due from third-party customers. The provisions for credit losses were
nil as of July 31, 2025 and April 30, 2025.
F- 18
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
7 : INVESTMENT
This
represents a quoted investment in Brightstar Technology Group Co., Ltd. as of July 31, 2025, a company listed on the Hong Kong Stock
Exchange. The contributor of this investment has provided a downside guarantee to ensure a minimum value. The investment’s fair
value is assessed annually, with gains or losses recognized in the financial statements.
Losses
are recorded under “Financial assets at fair value through profit or loss”. Where the fair value falls below the guaranteed
amount, the shortfall is compensated by the director under the guarantee arrangement, and the compensation is recognized as “Shares
guarantee income”.
Note
8: AMOUNT DUE FROM RELATED PARTY
Nature
of relationships with related party
SCHEDULE
OF RELATED PARTY TRANSACTIONS
Name
Relationship
with the Company
Hongyu
Zhou
Shareholder
and director of the Company
Transaction
with related party
Name
As of July 31, 2025
As of April 30, 2025
Amount due from related party
Hongyu Zhou
1,745,770
2,827,528
Amount due to related party
Hongyu Zhou
775,406
775,406
The
balances of $ 1,745,770 and $ 2,827,528 as of July 31, 2025 and as of April 30, 2025, respectively, represent amounts receivable from a
director under the downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd.
Under
the guarantee arrangement, the director is obligated to compensate the Company for any decline in the investment’s fair value below
the guaranteed amount. Such compensation is recognized as Shares guarantee income in the statement of profit or loss. Management expects
this receivable to be fully settled in the normal course of business.
The
balances of $ 775,406 and $ 775,406 as of July 31, 2025 and as of April 30, 2025, respectively, represent amounts payable to a director
for expenses paid on behalf of the Company.
F- 19
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
9: ACCRUED EXPENSES
The
following is a summary of accrued expenses as of July 31, 2025 and April 30, 2025, respectively.
SCHEDULE OF ACCRUED EXPENSES
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
Stock
The
Company has 1,000,000,000 shares of common stock authorized with a par value of $ 0.001 per share. As of July 31, 2025 and 2024, the Company
had 14,563,019 and 1,828,541 shares of common stock issued and outstanding, respectively.
For
the period from August 1, 2024 through October 31, 2024, the Company issued 3,776,305 shares of common stock for the exercise of warrants.
For
the period from May 1, 2024 through July 31, 2024, the Company issued 830,608 shares of common stock to true-up shares related to the
February 22, 2022 acquisition of PlaySight Interactive Ltd. ( 10 ), for services rendered ( 214,128 ), for the exercise of warrants ( 505,680 ),
and for fractional shares as part of the 1-for-20 reverse stock split ( 110,790 ).
For
the period from May 1, 2023 through July 31, 2023, the Company issued 189,718 shares of common stock to brand ambassadors under their
agreements ( 188 ), to vendors in settlement of accounts payable ( 67,500 ), for settlement with former owners of Foundation Sports Systems,
LLC ( 1,350 ), for the exercise of warrants ( 27,000 ), and to satisfy the profit guarantee on a note ( 93,680 ).
F- 20
CONNEXA
SPORTS TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
10: SHAREHOLDERS’ EQUITY (cont.)
For
the period from August 1, 2023 through October 31, 2023, the Company issued 1,844,506 shares of common stock for services rendered ( 13,707 ),
for settlement with former owners of Flixsense Pty, Ltd. and as remaining contingent consideration ( 1,964 ), for the exercise of warrants
( 1,708,152 ), and to satisfy the profit guarantee on a note ( 85,000 ). In addition, the Company issued 35,683 to satisfy its obligations under the
1-for-40 reverse stock split that occurred in this period.
For
the period November 1, 2024 through July 31, 2025, the Company issued 8,127,572 shares of common stock to complete the acquisition of
YYEM.
Note
11: COMMITMENTS AND CONTINGENCIES
The Company was not subject to any legal proceedings during the three months
ended July 31, 2025, and there are currently no legal proceedings, to which it is a party, which could have a material adverse impact
on its financial position, results of operations, or liquidity.
Note
12: SUBSEQUENT EVENTS
On August 19, 2025, the Company closed
the Private Placement described at the end of Note 1, above, generating gross proceeds of $ 4,600,000
(without taking into account any future exercise of the Warrants).
Under a prospectus supplement dated August 22, 2025, the amount the Company could raise through offers and sales
of common stock in “at the market” transactions pursuant to a sales agreement with A.G.P./Alliance Global Partners dated as of January 8, 2025 was increased to $ 200,000,000 . No shares had been
sold through this facility as of July 31, 2025.
On August 25, 2025, the Company and JuCoin Capital Pte Ltd (“JuCoin”)
signed an agreement (the “JV Agreement”) to jointly establish a joint venture company (the “JV”) to found and
operate a new cryptocurrency exchange (the “Joint Venture”) within 120 days of the JV Agreement. At the closing of the Joint
Venture, each of the Company and JuCoin will contribute $ 250,000,000 in cash or cryptocurrency. In exchange, the JV will issue 51% of
its share capital to the Company and 49% to JuCoin. The Company will appoint three of the five members of the board of directors of the
JV, though certain material decisions will require the approval of both parties. The JV Agreement may be terminated if the closing of
the Joint Venture has not occurred within six months of signing, by mutual agreement of the parties, or if the transaction becomes prohibited
by applicable law.
F- 21
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial
statements and the related notes appearing in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion
and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy
for our business and related financing, includes forward-looking statements that involve risks, uncertainties, and assumptions. You should
read the “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” sections of our Form
10-K for the period ended April 30, 2025 for a discussion of important factors that could cause actual results to differ materially from
the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All dollar
figures expressed in terms of millions are rounded to one decimal place. All percentages are calculated using the unrounded underlying
figures and rounded to the nearest whole number .
Overview
The
Company operates through Yuanyu Enterprise Management Co., Limited (“YYEM”), a Hong Kong-based subsidiary established in
November 2021 that is engaged in the emerging love and marriage market sector.
YYEM’s
mission is to empower global connections through innovative matchmaking technology. We own advanced patents and other proprietary technology
which we license out, and we are using this intellectual property to develop an AI-powered matchmaking platform to license to partners
worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. We believe our
pioneering technology has the power to transform the matchmaking industry, leading to greater success for our licensees and their clients,
and ultimately leading to more people finding successful life partnerships.
We
have license agreements in place with various entities to use the IP in numerous countries across Asia, Europe, and Africa, generating
royalties of $3.0 million in our three months ended July 31, 2025.
In
February 2025, YYEM entered into an agency agreement to develop content for TikTok across the MENA region, leveraging Twitch-hosted live-streaming
in sports, gaming, and lifestyle categories. While no upfront payments were received, the agreement positions us to monetize end-user
engagement once our influencer network is developed. Revenue under this agreement will depend on performance-based conversion metrics,
and as of July 31, 2025, influencer network capabilities were still nascent. We consider this development a positive step toward the
diversification of our revenue streams.
Fundraising
Private Placement
On June 30, 2025, we executed
a securities purchase agreement to issue 20,000,000 units (each unit comprising one share of common stock and two five-year warrants with
an exercise price of $0.89), targeting gross proceeds of $4.6 million (the “Private Placement”). Closing was contingent on
Nasdaq listing compliance and shareholder approval. The warrants allow for cashless exercise if no effective registration is in place.
This financing, when consummated, is anticipated to improve liquidity and capital resources through 2025 and beyond. On August 19, 2025,
the Company closed the Private Placement, generating gross proceeds of $4,600,000 (without taking into account any exercise of the warrants
included in the Private Placement).
ATM
Facility
Under
a prospectus supplement dated August 22, 2025 that amends the prospectus supplement dated June 11, 2025 and its accompanying prospectus
dated June 11, 2025, filed with the Securities and Exchange Commission as part of our registration statement on Form S-3 (File No. 333-284188)
(the “Registration Statement”) relating to the offer and sale of our common stock through A.G.P./Alliance Global Partners
(“A.G.P.”) in “at the market offerings” (the “ATM facility”) as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended, pursuant to the sales agreement with A.G.P. dated as of January 8, 2025 (the “Sales Agreement”),
the amount we could raise under our ATM facility was specified to be $200 million. No shares had been sold through this facility as of
July 31, 2025, but the agreement provides strategic flexibility for future capital raising.
1
Recent
Developments
On August 25, 2025, the Company
and JuCoin Capital Pte Ltd (“JuCoin”) signed an agreement (the “JV Agreement”) to jointly establish a joint venture
company (the “JV”) to found and operate a new cryptocurrency exchange (the “Joint Venture”) within 120 days of
the JV Agreement. At the closing of the Joint Venture, each of the Company and JuCoin will contribute $250 million in cash or cryptocurrency.
In exchange, the JV will issue 51% of its share capital to the Company and 49% to JuCoin. The Company will appoint three of the five
members of the board of directors of the JV, though certain material decisions will require the approval of both parties. The JV Agreement
may be terminated if the closing of the JV Agreement has not occurred within six months of signing, by mutual agreement of the parties,
or if the transaction becomes prohibited by applicable law.
Components
of Results of Operations
Revenue
Our
revenue is generated from license fees paid by customers for the use of our technology.
Expenses
Cost
of revenue consists primarily of amortization charges against intangible assets (specifically, technology rights), which are directly
attributable to revenue.
General
and administrative expense primarily consists of salaries and benefits for employees involved in general corporate functions; professional
fees for external legal, accounting, and other consulting services; traveling expenses; and other general office and administrative expenses.
Gross
Profit
Gross
profit is calculated as revenue less cost of revenue.
Results
of Operations
Three
months ended July 31, 2025, compared to the three months ended July 31, 2024
The
following are the results of our operations for the three-month period ended July 31, 2025, as compared to the three-month period ended
July 31, 2024:
Three Months Ended July 31,
Change
2025
2024
Amount
%
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 %
Operating Expenses:
General and Administrative Expenses
764,386
88,520
675,866
764 %
Total Operating Expenses
764,386
88,520
675,866
764 %
Operating Income
1,491,383
2,439,976
(948,593 )
-39 %
2
Revenue
Our
revenue decreased by $0.3 million, or 8%, from $3.3 million for the three-month period ended July 31, 2024 to $3.0 million for the three-month
period ended July 31, 2025, which was attributable to a minor timing difference resulting from the dates on which the various license
agreements were signed.
Cost
of Revenue
Our
cost of revenue did not change because it consists of the amortization of our IP intangible assets, which remained constant.
General
and Administrative Expenses
General
and administrative expenses, which mainly consist of salaries, professional fees, and other general office and administrative expenses,
increased by $0.7 million, from $0.1 million to $0.8 million, primarily driven by higher costs relating to YYEM becoming an operating
subsidiary of a Nasdaq-listed company, which occurred in November 2024. This included audit fees, legal fees, insurance premiums, and
directors’ and officers’ compensation.
Liquidity
and Capital Resources
We
finance our operations primarily through cash generated from operations. We had working capital, or net current assets, of $17.9 million
as of July 31, 2025, compared to $15.9 million as of April 30, 2025, an increase of approximately $2.0 million, or 13%. In comparison
with April 30, 2025, our accounts receivable as of July 31, 2025, increased by $3.0 million as we recognized royalty revenue for the quarter
in accordance with our recognition policy while the credit terms of our licensees permit payment up to 90 days after the end of our financial
year. As of July 31, 2025, we had retained earnings of $7.0 million.
The
following is a summary of our cash flows from operating, investing, and financing activities for the three-month periods ended July 31,
2025 and 2024:
Three Months Ended July 31,
Change
2025
2024
Amount
%
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 %
Our cash and cash equivalents
were relatively steady, at approximately $0.5 million as of July 31, 2025 and 2024.
Net
cash used in operating activities was $1.08 million for the three-month period ended July 31, 2025, compared with $0.6 million for the
same period in the prior year, a decline of $0.5 million in operating cash flow. This change was driven primarily by a $0.7 million increase in general and administrative expenses relating to YYEM
becoming an operating subsidiary of a Nasdaq-listed company, as explained in greater detail above.
Since
our cash level was low in the period before payment from our licensees was due, we had no cash allocated to investing activities, neither
putting cash into investments nor receiving cash from investments.
The
only cash flow we recorded as financing activities was a non-cash item: a $1.1 million decline in the value of a guarantee given to the
Company by our Chairman in respect of listed shares we own as the shares increased in value over this period. (As the deficit in the shares’ value declined, the size of the guarantee required to provide the Company with
value equal to the shares’ value at the time of contribution also declined.)
Based
on our current operating plans, we believe that our existing cash at the time of this filing will be sufficient to meet our anticipated
operating needs for at least the next 12 months and that we will have sufficient financial resources available through capital markets
fundraising if we should decide to incur additional capital expenditure or make other investments. Our future capital requirements will
depend upon many factors, including competing technological and market developments, our R&D efforts, and decisions regarding acquisitions
of further patents or companies or other assets.
Off
Balance Sheet Arrangements
We
do not have any off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our
financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditure, or
capital resources that are material to investors.
Significant
Accounting Policies
Our
significant accounting policies are disclosed in Note 2 to the accompanying financial statements. The following is a summary of those
accounting policies that involve significant estimates and judgment of management.
3
Use
of Estimates
The
preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions
related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current
facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will
be affected.
Allowance
for Credit Losses
Accounts
receivable are stated at their historical carrying amount net of allowance for credit losses.
Allowance
for credit loss represents management’s best estimate of probable losses inherent in the portfolio. On June 30, 2022, the Company
adopted ASC 326, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses”
to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable
information to inform credit loss estimates. The allowance for credit losses is a valuation account that is deducted from the cost of
the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.
The
Company considers various factors, including the nature, historical collection
experience, age of the accounts receivable balances,
credit quality and specific risk characteristics of its customers, and current economic conditions to develop an estimate of credit losses.
Additionally, the Company makes specific allowance for credit losses based on any specific knowledge the Company has acquired that might
indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment
in assessing its collectability. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
As of July 31, 2025 and April 30, 2025, the Company had made no reserves.
Impairment
of long-lived assets
Long-lived
assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions
that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life
is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying
value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual
disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes
an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized
for the three months ended July 31, 2025 and 2024 was nil.
Fair
value of financial instruments
Fair
value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which
it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.
Revenue
Recognition
Revenue
represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary
course of the Company’s activities and is recorded net of VAT. The Company has adopted the following five steps for revenue recognition: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii)
determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v)
recognize revenue when (or as) the entity satisfies a performance obligation.
4
Consistent
with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations
are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at
a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred
to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and
(v) acceptance of the good or service.
The
Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services.
Accounts receivable are recorded when obligations have been performed and billed to the customer. During the period after the right to
payment has become unconditional but before a bill has been issued, the amount owed is recorded as accrued revenue (receivables). The
Company’s terms and conditions vary by customer and typically provide net 90-day terms.
The
Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the
customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance
with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been
signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is
provided to the customers.
Income
Taxes
The
Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes.
Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Prior
to the acquisition by YYAI, YYEM was a limited liability company. As a limited liability company, the Company’s taxable income
or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal
income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax
liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.
Share-Based
Payment
The
Company accounts for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair
value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the
award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
Recent
Accounting Pronouncements
The
Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,
results of operations, cash flows, or disclosures.
5
In
November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income — Expense Disaggregation Disclosures, which focuses
on improving the disclosures about a public business entity’s expenses and address requests from investors for more detailed information
about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly
presented expense captions (such as cost of sales, general and administrative expenses, and research and development). ASU 2024-03 is
effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,
2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the
adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
In
November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions
of Convertible Debt Instruments . The amendments provide guidance on accounting for induced conversions of convertible debt instruments.
The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those
annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently
evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial
position, results of operations, or cash flows.
In
January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures. The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are
required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting
periods beginning after December 15, 2027. Early adoption of is permitted. The Company is currently evaluating the impact of this amendment
and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and
cash flows.
In
March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin
No. 122 . The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning
after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial
position, results of operations, or cash flows.
In
May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting
Acquirer in the Acquisition of a Variable Interest Entity . The amendments provide guidance on identifying the accounting acquirer
in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December
15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or
annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this
guidance will have a material impact on its financial position, results of operations, or cash flows.
In
May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers
(Topic 606): Clarifications to Share-Based Consideration Payable to a Customer . The amendments clarify the accounting for share-based
consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including
interim periods within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently
evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial
position, results of operations, or cash flows.
In
July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts
Receivable and Contract Assets . The amendments provide a practical expedient and, if applicable, an accounting policy election to
simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting
periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted
in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is
currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact
on its financial position, results of operations, or cash flows.
6
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that
we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within
the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer, as appropriate, to allow for timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under
the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer,
we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective as of July 31, 2025.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal controls over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter
ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
7
PART
II
ITEM
1. LEGAL PROCEEDINGS
From
time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business.
As of the date of issuance, there were no pending or threatened legal proceedings that could reasonably be expected to have a material
effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors,
officers, or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest.
None
of our executive officers or directors has (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted
in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order,
judgment, or decree enjoining, barring, suspending, or otherwise limiting involvement in any type of business, securities, or banking
activity, or (iv) been found to have violated any Federal, state, or provincial securities or commodities law where such finding has
not been reversed, suspended, or vacated.
ITEM
1A: RISK FACTORS
For
information regarding the risk factors that could affect the Company’s business, results of operations, financial condition, and
liquidity, see the information under Part I, Item 1A. “Risk Factors” in the Form 10-K which is accessible on the SEC’s
website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in the Form 10-K.
ITEM
2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
June 30, 2025, we executed securities purchase agreements to issue 20,000,000 units (each unit comprising one share of common stock
and two five-year warrants with an exercise price of $0.89), targeting gross proceeds of $4.6 million (referred to in Item 2 of Part
I as the Private Placement and described in greater detail there). The Private Placement closed on August 19, 2025.
ITEM
3: DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5: OTHER INFORMATION.
Insider
trading arrangements and policies.
During
the quarter ended July 31, 2025, no director or officer of the Company adopted
or terminated
any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each of these terms is
defined in Item 408(a) of Regulation S-K.
Item
6. Exhibits
10.1
Director Service and Indemnity Agreement, dated August 15, 2025, by and between Connexa Sports Technologies Inc. and Bini Zhu (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 21, 2025)
10.2
Joint Venture Agreement, dated August 25, 2025, by and between Connexa Sports Technologies Inc. and JuCoin Capital Pte Ltd (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 29, 2025)
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension
Schema Document
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
8
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CONNEXA SPORTS TECHNOLOGIES INC.
Dated: September 15, 2025
By:
/s/ Thomas
Tarala
Thomas Tarala
Chief Executive Officer
Dated: September 15, 2025
By :
/s/ Guibao
Ji
Guibao Ji
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
9
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.