What changed in this filing

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Item 1. Financial Statements

2025-12-23 compared with 2025-09-15 · 348 added, 349 removed, 394 unchanged (64% of the section changed)

FINANCIAL STATEMENTS

SPORTS TECHNOLOGIES INC.

BALANCE SHEETS

dollars, except for numbers of shares or as otherwise noted)

As of April 30,

October 31, 2025

Current Assets:

Cash and cash equivalents

Cash and cash

$ 105,508,149

Accounts receivable

Amount due from related party

Other current assets

Total Current Assets

Amount due from related

Current Assets

Non-Current Asset:

Intangible assets, net

Total Non-Current Asset

LIABILITIES AND SHAREHOLDERS’ EQUITY

Non-Current Asset

$ 172,131,241

AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accrued expenses

Other payable

Amount due to related party

Income taxes payable

Total Current Liabilities

Total Liabilities

taxes payable

Current Liabilities

Commitments and Contingencies

1 unchanged sentence

Common stock, par value $ 0.001 ,

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

1,000,000,000 shares

authorized as of both October 31, 2025 and April 30, 2025;

and 18,981,535

and 291,261 *

shares issued and outstanding as of October 31, 2025 and April 30, 2025, respectively

Additional paid-in capital

Retained earnings

Total Connexa Sports Technologies Inc.

deficit)/Retained earnings

( 26,944,058 )

Total AiRWA, Inc.

shareholders’

Non-controlling

Shareholders’ Equity

Non-controlling interest

Total Shareholders’ Equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 172,131,241

to reflect the Reverse Stock Split described in Note 13.

accompanying notes are an integral part of these consolidated financial statements.

SPORTS TECHNOLOGIES INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

THE THREE-MONTH PERIODS ENDED JULY 31, 2025 AND 2024

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

THE SIX-MONTH AND THREE-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

dollars, except for numbers of shares or as otherwise noted)

For the Three-Month Period Ended

the Six-Month

the Three-Month

COST OF REVENUE

OPERATING EXPENSES

General and administrative expenses

Total Operating Expenses

OPERATING INCOME

Selling and marketing expenses

and administrative expenses

Operating Expenses

NON-OPERATING INCOME

Gain on financial assets at fair value through profit or loss

Gain/(loss) on financial assets at fair value

through profit or loss

Interest Income

Total Non-Operating Income

Total Non-Operating Income/(Loss)

NON-OPERATING EXPENSE

Share guarantee expense

( 1,081,758 )

Total Non-Operating Expense

( 1,081,758 )

NET INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE

Share guarantee (income)/expense

Non-Operating Expense/(Income)

NET INCOME FROM OPERATIONS

BEFORE INCOME TAX EXPENSE

Income tax expense

NET INCOME AND TOTAL COMPREHENSIVE INCOME

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

Net income per share - basic

NET INCOME/(LOSS)

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING

NET INCOME ATTRIBUTABLE

TO CONTROLLING INTEREST

Net income/(loss) per

share – basic

Net income/(loss) per share – diluted

Weighted average common shares outstanding – basic

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accompanying notes are an integral part of these consolidated financial statements.

SPORTS TECHNOLOGIES INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE-MONTH PERIODS ENDED JULY 31, 2025 AND 2024

THE SIX-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

dollars, except for numbers of shares or as otherwise noted)

Technologies Inc.

Other Comprehensive Income

Deficit/ (Retained

Shareholders’

1 unchanged sentence

Balance as of - May 1, 2024

Total comprehensive

income for the period

$ 176,801,473

$ ( 167,387,028 )

Stock issued for:

Acquisition/Contingent Consideration

Exercise of warrants

Fractional adjustment in reverse split

Change in comprehensive income

Net loss for the period

( 4,220,745 )

Balance as of - July 31, 2024

$ 180,920,634

$ ( 171,607,773 )

Stock issued for:

Exercise of warrants

Change in comprehensive income

Net loss for the period

( 1,366,144 )

Balance as of -October 31, 2024

( 172,973,917 )

Balance as of - May 1, 2025

Total comprehensive

income for the period

Balance as of - July 31, 2025

Net income for the period

Net income (loss) for the

as of - July 31, 2025

Stock issued for:

Private Placement

At-the-market transaction

Fractional adjustment in reverse split

( 930,084,680 )

Increase of shareholdings of a subsidiary

( 34,106,329 )

( 1,520,439 )

( 35,626,768 )

Net income for the period

Balance as of - October 31, 2025

$ 191,380,857

$ ( 26,944,058 )

$ 165,385,865

$ 191,380,857

$ ( 26,944,058 )

$ 165,385,865

accompanying notes are an integral part of these consolidated financial statements.

SPORTS TECHNOLOGIES INC.

STATEMENTS OF CASH FLOWS

THE THREE-MONTH PERIODS ENDED JULY 31, 2025 AND 2024

THE SIX-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

dollars, except for numbers of shares or as otherwise noted)

CASH FLOW FROM OPERATING ACTIVITIES

Adjustments to reconcile net income to net cash used in operating activities

the Six-Month Period Ended

CASH FLOW FROM OPERATING

Adjustments to reconcile

net income to net cash used in operating activities

Amortization expense

Gain on financial assets at fair value through profit or loss

( 1,081,758 )

Changes in assets and liabilities, net of acquired amounts

Gain on financial assets

at fair value through profit or loss

Changes in assets and liabilities,

net of acquired amounts

Accounts receivable

( 4,176,580 )

Other receivables

( 6,510,001 )

Other current assets

( 1,757,342 )

Accrued expenses

Income taxes payable

Net cash used in operating activities

Prepayments and deposits

( 31,198,976 )

CASH FLOW FROM FINANCING ACTIVITIES

Amount due from related party

Amount due to related party

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS - END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION

Amount due from related party

Accounts payable and accrued

taxes payable

cash (used in)/provided by operating activities

( 31,889,746 )

Amount due to related party

CASH FLOW FROM INVESTING

to investment in subsidiary

( 36,000,000 )

cash used in investing activity

( 36,000,000 )

CASH FLOW FROM FINANCING

Proceeds from private placement

Proceeds from ATM offering

Proceeds from exercise

of warrants for cash

Amount due from related

due to related party

cash provided by financing activities

Effect of exchange rate

fluctuations on cash and cash equivalents

NET INCREASE IN CASH

AND CASH EQUIVALENTS - BEGINNING OF PERIOD

AND CASH EQUIVALENTS - END OF PERIOD

$ 105,508,149

accompanying notes are an integral part of these consolidated financial statements.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

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incorporation

Percentage of

Principal activities

Yuanyu Enterprise Management Co., Limited

November 11, 2021

Enterprise Management Co., Limited

owned by the Company

Technology licensing

(“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.

(“Lazex”) was incorporated under the laws of the State of Nevada on October 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.;

in 2022 Slinger Bag Inc.

changed its name to Connexa

Sports Technologies Inc.;

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.

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 .

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.

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.

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.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

and on September 30, 2025, Connexa Sports Technologies Inc.

changed its name to AiRWA, Inc.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS (cont.)

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”)

Hongyu Zhou, the sole shareholder of YYEM (the “YYEM Seller”) for a combined $ 56 million (the “Acquisition”).

March 18, 2024, the Company 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.

Zhou, the sole shareholder of YYEM (the “YYEM Seller”) for a combined $ 56 million (the “Acquisition”).

million of this amount was paid in cash pursuant to the Purchase Agreement, and the balance was required to be paid in shares pursuant

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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.

The management

of the Company is drawn predominantly from YYEM.

accounting purposes, YYEM was deemed to be the accounting acquirer in the transaction, and the Company, the legal acquirer, was deemed

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consolidated financial statements represent a continuation of the consolidated financial statements of YYEM and reflect the following:

The assets and liabilities

of the YYEM were recognized and measured in the consolidated statement of financial position at their carrying amounts before the

The identifiable assets

and liabilities of the Company were recognized and measured in the consolidated financial statements at their acquisition-date fair

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.

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.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

assets and liabilities of YYEM were recognized and measured in the consolidated statement of financial position at their carrying

amounts before the Acquisition.

identifiable assets and liabilities of the Company were recognized and measured in the consolidated financial statements at their

acquisition-date fair values.

retained earnings and other equity balances recognized in the consolidated financial statements are the retained earnings and other

equity balances of YYEM immediately before the Acquisition.

amount recognized as issued equity interest in the consolidated financial statements was determined by adding the issued equity of

YYEM outstanding immediately before the Acquisition to the fair value of the purchase consideration of the acquisition.

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.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS (cont.)

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.

The comparative figures

presented in the consolidated financial statements are those of the YYEM.

consolidated statement of comprehensive income for the financial year ended April 30, 2025 reflects that of the YYEM for the full

period together with the post-acquisition results of the Company.

comparative figures presented in the consolidated financial statements are those of YYEM.

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.

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.

On October 22, 2025, the Company entered into a share purchase agreement with Hongyu Zhou, now the Chairman of the Company, to acquire

from him the 30% of the share capital of YYEM that it did not already own for $ 36,000,000 , payable in cash, resulting in YYEM becoming

a wholly owned 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.

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.

August 2025, the Company signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on the

tokenization of real-world assets (RWA), specifically U.S.

AiRWA Exchange is not yet operational and generating revenue, but

the Company has completed test runs for settling trades of tokenized U.S.

equities, positioning AiRWA Exchange to offer users the ability

to trade digital representations of U.S.

stocks just as they would cryptocurrencies — with transactions settled within seconds

and ownership recorded on the blockchain, which is accessible 24 hours per day.

The Company believes AiRWA Exchange will mark a significant

step toward bridging the gap between conventional financial systems and the emerging decentralized economy.

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.

Through YYEM, the Company generated royalties of $ 6 million for the six-month

period ended October31, 2025.

was registered in Hong Kong on November 11, 2021.

1 unchanged sentence

YYEM’s registered office

is located at Rm 4, 16/F, Ho King Comm Ctr, 2-16 Fayuen St, Mongkok, Kowloon, Hong Kong.

is located at Room 4, 16/F, Ho King Commercial Centre, 2-16 Fayuen Street, Mongkok, Kowloon, Hong Kong.

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,

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

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 .

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

please see the Company’s filing on Form 10-K for the year ended April 30, 2024, filed July 25, 2024.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

21 unchanged sentences

significant transactions and balances between the Company and its subsidiary have been eliminated.

Non-controlling

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.

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.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

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.

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

To the extent there are material

differences between the estimates and the actual results, future results of operations will be affected.

Company’s reporting currency is the U.S.

15 unchanged sentences

months or less at the time of purchase.

SPORTS TECHNOLOGIES INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

12 unchanged sentences

The adoption of this guidance had no impact on the allowance for credit losses

for accounts receivable as of July 31, 2022.

for accounts receivable as of October 31, 2025.

Company maintains an allowance for credit losses, recorded as an offset to accounts receivable.

8 unchanged sentences

that collection is not probable.

the three months ended July 31, 2025 and 2024, the Company did not record any expected credit losses against accounts receivable.

the three-month and six-month periods ended October 31, 2025 and 2024, the Company did not record any expected credit losses against

accounts receivable.

assets acquired separately are measured on initial recognition at cost.

14 unchanged sentences

Impairment charge recognized

for the three months ended July 31, 2025 and 2024 was nil .

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the three-month and six-month periods ended October 31, 2025 and 2024 was nil .

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

27 unchanged sentences

that may be used to measure fair value:

Observable inputs that

reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Other inputs that are directly

or indirectly observable in the marketplace.

Unobservable inputs which

are supported by little or no market activity.

inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

inputs that are directly or indirectly observable in the marketplace.

inputs which are supported by little or no market activity.

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.

prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.

valuation techniques to convert future amounts to a single present value, based on current market expectations about those future

on the amount that would currently be required to replace an asset.

Company’s financial instruments consist of cash and cash equivalents and accounts receivable.

5 unchanged sentences

in which the per-share price of the investment is below the originally contributed amount.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

23 unchanged sentences

provided to the customers.

Company’s cost of revenue consists primarily of amortization charge of intangible assets – technology rights, which are directly

Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular technology rights, which are directly

attributable to the revenue.

2 unchanged sentences

fees for external legal, accounting and other consulting services, travelling expenses and other general office and administrative expenses.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

16 unchanged sentences

and contingencies

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.

Company accrues costs associated with legal actions when such costs become probable and the amounts can be reasonably estimated.

costs incurred in connection with loss contingencies are expensed as incurred.

For the six months ended October 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 are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding

4 unchanged sentences

per share as the effect is antidilutive.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

27 unchanged sentences

about operating segments, products, services, geographic areas, and major customers.

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

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.

Substantially all of the Company’s

long-lived assets are located in the PRC, no geographical segments are presented.

accounting pronouncements

1 unchanged sentence

results of operations, cash flows, or disclosures.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

23 unchanged sentences

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.

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

March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405):

15 unchanged sentences

guidance will have a material impact on its financial position, results of operations, or cash flows.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

May 2025, the FASB issued ASU 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers

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.

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

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.

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.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

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.

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

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on its financial position, results of operations, or cash flows.

September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350):

Internal-Use Software .

simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026.

does not expect adoption of this standard to have a material impact on its financial statements.

December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11,

Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements .

The standard clarifies disclosure requirements

for interim financial statements and is effective for interim periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a

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to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONCENTRATIONS OF RISK

3 unchanged sentences

OF CONCENTRATIONS OF CREDIT RISK

July 31, 2025

July 31, 2024

Concentration of customer risk

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Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration.

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.

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.

of October 31, 2025 and April 30, 2025, the Company held cash and cash equivalents of $ 105,508,149 and $ 54,744 , respectively, substantially

all of which were maintained with major financial institutions that management believes to have high credit quality.

receivable totaled $ 12,188,719 and $ 15,388,701 as of October 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 six-month periods ended, and the three-month periods ended, October 31, 2025 and October 31,

Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when

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SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS

Schedule of Acquisition of Intangible Asset – Technology Right

Hey Yuan metaverse Marriage and Love social platform

Shangou secure shopping

Xinjudi creative base system

Safe transaction method of payment with QR code

Multifunctional network information security server

Internet of things trade follow up method

Retail information management control

Live scene video automatic production system

Video chat method and other storage media

Speech recognition and other methods

Data processing method and other storage media

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

of Acquisition of Intangible Asset – Technology Right

Yuan metaverse Marriage and Love social platform

secure shopping

creative base system

transaction method of payment with QR code

Multifunctional

network information security server

of things trade follow up method

information management control

scene video automatic production system

chat method and other storage media

recognition and other methods

processing method and other storage media

TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS (cont.)

of Amortization of Intangible Asset – Technology Right

of Intangible Asset – Technology Right as of July 31, 2025

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.

Accumulated amortization

( 5,863,441 )

of Intangible Asset – Technology Right as of October 31, 2025

of Amortization of Intangible Asset – Technology Right

Accumulated amortization

( 4,374,980 )

of Intangible Asset – Technology Right as of April 30, 2025

expense for the six months ended October 31, 2025 and 2024 was approximately $ 1,488,462 and $ 1,488,462 respectively.

These amounts are

included in cost of revenue in the consolidated statements of operations and comprehensive income.

REVENUE – SEGMENT REPORTING BY GEOGRAPHIC REGION

following represents the Company’s revenue segmented by geographic region for the three months ended July 31, 2025 and 2024.

OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION

For the three months ended July 31, 2025

For the three months ended July 31, 2024

For the three months ended July 31, 2025

For the three months ended July 31, 2024

United States of America

following represents the Company’s revenue segmented by geographic region for the six months ended October 31, 2025 and 2024.

SCHEDULE OF REVENUE

SEGMENT REPORTING BY GEOGRAPHIC REGION

United Kingdom

United States of America

ACCOUNTS RECEIVABLE

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OF ACCOUNTS RECEIVABLE

As of July 31,

As of April 30,

Accounts receivable

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.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

April 30, 2025

of October 31, 2025 and April 30, 2025, all accounts receivable were due from third-party customers.

The provisions for credit losses

were nil as of October 31, 2025 and April 30, 2025.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

represents a quoted investment in Brightstar Technology Group Co., Ltd.

as of July 31, 2025, a company listed on the Hong Kong Stock

as of October 31, 2025, a company listed on the Hong Kong Stock

The contributor of this investment has provided a downside guarantee to ensure a minimum value.

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guarantee income”.

of October 31, 2025, the Company had deposits totaling $ 25,313,776 The Company’s deposits primarily consist of refundable advance payments

made to marketing and advertising service providers, as well as a refundable advance payment made to a technology development vendor in

These deposits relate to ongoing operations and business expansion activities and will be applied against future services or

refunded in accordance with the terms of the related agreements.

Management will continue to assess the Company’s business strategy and

options in light of evolving market opportunities and circumstances and will adjust its plans or business strategy and the deployment

of its working capital as it deems most appropriate and advantageous to the Company’s.

of October 31, 2025, the Company had prepayments totaling $ 5,885,200

including advance payments for services and rental prepayments

under existing lease agreements.

These amounts will be recognized as expenses over the applicable periods.

OTHER RECEIVABLES

As of October 31, 2025, the Company had other receivables

of $ 10,003,838 primarily representing interest-bearing

loans to third parties.

Interest income is recognized on the accrual basis in accordance with the contractual terms of the underlying

loan agreements.

Management will continue to assess the Company’s business strategy and options in light of evolving market opportunities

and circumstances and will adjust its plans or business strategy and the deployment of its working capital as it deems most appropriate

and advantageous to the Company.

SCHEDULE OF OTHER RECEIVABLES

October 31, 2025

April 30, 2025

Loans to third parties

Loan interest receivable

AMOUNT DUE FROM RELATED PARTY

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with related party

As of July 31, 2025

As of April 30, 2025

Amount due from related party

Amount due to related party

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.

balances of $ 2,670,000 and $ 2,827,528 as of October 31, 2025 and 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.

the guarantee arrangement, the director is obligated to compensate the Company for any decline in the investment’s fair value below

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this receivable to be fully settled in the normal course of business.

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.

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

balances of $ 784,091 and $ 775,406 as of October 31, 2025 and April 30, 2025, respectively, represent amounts payable to a director for

expenses paid on behalf of the Company.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ACCRUED EXPENSES

following is a summary of accrued expenses as of July 31, 2025 and April 30, 2025, respectively.

following is a summary of accrued expenses as of October 31, 2025 and April 30, 2025, respectively.

SCHEDULE OF ACCRUED EXPENSES

July 31, 2025

April 30, 2025

Accrued salaries and benefits – management

Accrued salaries and benefits –

Accrued signing bonus

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SHAREHOLDERS’ EQUITY

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.

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.

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 ).

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 ).

SPORTS TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Company has 1,000,000,000 shares

of common stock authorized with a par value of $ 0.001

As of October 31, 2025 and 2024, the Company had

shares of common stock issued and outstanding, respectively

(on a split-adjusted basis).

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SHAREHOLDERS’ EQUITY (cont.)

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.

the period November 1, 2024 through July 31, 2025, the Company issued 8,127,572 shares of common stock to complete the acquisition of

the period from May 1, 2024 through July 31, 2024, the Company issued 16,613 shares of common stock to true-up shares related to the

February 22, 2022 acquisition of PlaySight Interactive Ltd., for services rendered, for the exercise of warrants, and to round up fractional

shares as part of a 1-for-20 reverse stock split.

the period from August 1, 2024 through October 31, 2024, the Company issued 75,527 shares of common stock for the exercise of warrants.

the period from November 1, 2024 through July 31, 2025, the Company issued 162,552 shares of common stock to complete the acquisition

August 19, 2025, in connection with a private placement entered into on June 30, 2025, the Company issued 400,000 shares of common stock

(together with five-year warrants to purchase 800,000 shares of common stock at an exercise price of $ 44.50 ).

At $ 11.50 per unit (each

consisting of a share and two warrants), the private placement raised $ 4,600,000 for the Company.

the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268

shares to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50 ,

which became effective on October 27, 2025 (the “Reverse Stock Split”).

In this period, the Company also sold 18,290,063

shares in “at the market offerings”, generating gross proceeds of $ 175,614,186 (approximately $ 168,576,574 after the payment of commission, fees and expenses).

share figures in these financial statements and notes are adjusted to reflect the Reverse Stock Split except where stated otherwise.

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.

Company was not subject to any legal proceedings during the six months ended October 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.

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.

the month of November 2025, the Company sold 3,516,625 shares under its ATM facility, generating $ 3,604,594 of gross proceeds ($ 3,485,598

after the payment of commission, fees and expenses).

December 22, 2025, the Company closed a registered direct offering, selling 15,382,378 shares at $ 1.02 and raising

$ 15,689,990 (approximately $ 14,773,528 after the payment of commission, fees and expenses).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements