What changed in this filing

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Item 9A. Controls and Procedures

2026-09-21 compared with 2025-08-13 · 251 added, 308 removed, 178 unchanged (76% of the section changed)

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reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States, and our receipts and expenditures are being made only in accordance

accounting principles generally accepted in the United States, and our receipts and expenditure are being made only in accordance

with authorizations of our management and directors;

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includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission, known as COSO, for the evaluation of internal control to identify the risks and control objectives related

to the evaluation of our control environment.

Organizations of the Treadway Commission, known as COSO, for the evaluation of internal control to identify the risks and control objectives

related to the evaluation of our control environment.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

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Our management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual

firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual

OTHER INFORMATION

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executive officers and directors and their respective ages as at the date hereof are as follows:

Thomas Tarala

Chief Executive

Officer and Director

Chief Financial Officer

Executive Officer and Director

Financial Officer and Director

forth below is a brief description of the background and business experience for the past five years of individuals who serve as executive

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international law firms and as General Counsel for the international operations of one of the largest private conglomerates in China.

As a partner of Baker McKenzie from 2022 to 2024 and Hogan Lovells earlier in his career, Thomas has led U.S.

As a partner of Baker McKenzie from March 2022 to May 2024 and Hogan Lovells earlier in his career, Mr.

Tarala has led U.S.

practices in Hong Kong, advising on equity and debt transactions, as well as cross-border joint ventures involving companies listed on

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Singapore, Indonesia, and Thailand, including on award-winning transactions in the region.

General Counsel of HNA Group (International) Company Limited, the overseas headquarters a large conglomerate, from 2017 to 2022,

Thomas worked closely with the business teams on a wide range of corporate and finance transactions, including multi-billion dollar

acquisitions and divestments of household-name companies, the sale of airlines, and a range of investments ranging from New York and

London skyscrapers to global technology companies, as well as numerous companies that were number one globally in their respective

graduated magna cum laude and Phi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service and

holds a Juris Doctor degree from the University of Virginia School of Law.

Thomas speaks English, French, Spanish, and Mandarin and is

General Counsel of HNA Group (International) Company Limited, the overseas headquarters of a large conglomerate, from July 2017 to March

Tarala worked closely with the business teams on a wide range of corporate and finance transactions, including multi-billion

dollar acquisitions and divestments of household-name companies, the sale of airlines, and a range of investments ranging from New York

and London skyscrapers to global technology companies, as well as numerous companies that were number one globally in their respective

Tarala graduated magna cum laude and Phi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service

and holds a Juris Doctor degree from the University of Virginia School of Law.

He speaks English, French, Spanish, and Mandarin and is

qualified to practice law in New York, Connecticut, Florida, England and Wales, and Hong Kong.

Ji has been a certified public accountant in China for 25 years and has worked as an accountant at Shenzhen Wanda Accounting Firm since

January 2005.

He is a partner of the firm and also an independent director of a number of listed companies, including Brightstar Technology

Group and Hekeda Technology Co.

Ji has been a certified public accountant in China for more than 25 years and has worked as an accountant at Shenzhen Wanda Accounting

Firm beginning in January 2005, becoming a partner of the firm and also an independent director of a number of listed companies, including

Brightstar Technology Group and Hekeda Technology Co.

Ji graduated from Central Radio and TV University in 1994 with a degree in Business Accounting.

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of Certified Public Accountants in 1999.

Zhou has 15 years of experience founding, growing, and managing successful enterprises.

His experience extends to such areas as enterprise

management, entertainment technology, and information technology, including as an investor and business manager of a technology company,

as a founder and manager of an innovative entertainment company, and as the founder and manager of several technology companies.

Zhou has served as the Chairman of each of Shenzhen Qiangwo Entertainment Technology Co., Ltd.

and Shenzhen Qianyue Information Technology

Zhou founded Shenzhen Yuanzu Century Network Technology Co., Ltd.

in 2020 and Shenzhen Qiangwo Entertainment

Technology Co., Ltd.

In founding, managing, and growing companies across various industries, Mr.

Zhou has honed his skills in

strategic planning, business development, and team leadership.

Zhou owns 8,127,572 shares of Common Stock, representing 55.8% of the issued and outstanding shares of Common Stock

as of August 7, 2025.

Liu is a certified public accountant, as well as an investor active in the technology industry.

Liu’s career has focused on

technology-related investments and mergers and acquisitions.

He has participated in many well-known transactions in the industry.

an investment director at China Fusion Capital from 2016 to 2020, he helped execute Nasdaq-listed iQiyi’s convertible bond transactions,

Kosdaq-listed Longtu’s acquisition and reverse takeover, Hong Kong-listed Kuaishou’s Series B investment round, and China

Fusion Capital’s acquisition of Particle, Inc.

Since 2020, Mr.

Liu has served as a director of Particle, a San Francisco-based

technology company.

Liu earned a Bachelor of Science degree in mathematics from the University of Minnesota-Twin Cities in 2013 and was awarded a master’s

degree in accounting from George Washington University in 2015.

Liu became a certified public accountant in Washington State in January

(Luke) Liu is an entrepreneur with experience in both traditional industries and the technology and Web3 areas.

(He is not related to

Chenlong Liu.) Mr.

Liu has experience in management and strategy roles in companies ranging from startups to multinationals, and he has

founded several companies over the years.

Liu has has a particular focus on digital strategies at both traditional retailers and

technology companies, as well as in the recruitment field.

He serves as a managing director of MS Consultancy Pte Ltd, a business consultancy

that he founded in November 2020 focusing on recruitment and M&A advisory work.

He previously served as the CEO of World@Meta, a

Singapore-based technology company developing mobile apps and games, where maximizing user engagement was a primary objective.

environments, Mr.

Liu has been responsible for establishing the vision of the enterprise and working across teams to make that vision

Liu graduated from Nanyang Polytechnic, in Singapore, with a Diploma of Information Technology and from Trent University, in Canada,

with a Bachelor of Business Administration.

Bin Cui has been a partner at Guangdong Promyux (Qianhai) Law Firm since November 2014, where he specializes in corporate and civil law.

He has served as the long-term legal advisor for over one hundred enterprises and business associations and currently serves as legal

counsel to more than 20 schools in Shenzhen.

Since January 2024, Mr.

Cui has served as chairman of Yao Xing Technology Group, a company

listed on the Hong Kong Stock Exchange, and from May 2022 to January 2024, he served as an independent non-executive director of that

Cui studied at the School of Law, China University of Geosciences, from 2003 to 2007.

He became a practicing lawyer in 2009, admitted

to practice in mainland China (excluding Hong Kong, Macau, and Taiwan).

Zhu is a Certified Public Accountant with expertise in financial reporting,

IPO auditing, regulatory compliance, and cross-border transactions.

With over eight years of experience, Ms.

Zhu has successfully guided

multiple companies through IPOs on Nasdaq, the NYSE, and the OTC markets.

She specializes in addressing complex audit challenges, risk

mitigation, SEC filings, and capital structuring.

Zhu has been a partner at BZ CPA Inc since March 2024, where she advises clients on financial reporting, SEC filing readiness, internal

controls, and other public-company compliance matters.

She also assists clients with financial analysis and supporting materials in connection

with capital raising and strategic transactions.

From February 2022 to March 2024, Ms.

Zhu was an Audit Manager at WWC, P.C., where she

led IPO audit engagements for Asian and U.S.

companies on Nasdaq and the NYSE, focusing on compliance with SEC and PCAOB requirements.

As a senior audit associate at Marcum LLP from March 2019 to February 2022, she assisted clients with financial statements, internal

control assessments, and audit documentation to support compliance with U.S.

and international standards.

Zhu holds a master’s degree in accounting and is licensed as a Certified Public Accountant by the State of Texas.

Quiles is a clinical research professional who brings experience in organizational leadership, team development, and evidence-based decision-making.

He has worked in patient care and medical research in the areas of pediatrics and orthopedics.

Since June 2024, he has worked at Pediatric

Urology of Las Vegas as both a medical assistant and a research assistant.

Quiles’ background has given him an analytical and

methodical approach to evaluating information, working with experienced professionals, and translating complex data into actionable conclusions.

June 2018 to August 2019, Mr.

Quiles worked closely with the executive director of Inspiring Children’s Foundation, a prominent

non-profit, where he served as a liaison to the board of directors and promoted the charity to donors.

As a former Division 1 collegiate

athlete, he has also served as a leader of a youth sports program intermittently from August 2021 to August 2023 and has mentored many

individuals who have come through that program.

Quiles graduated from Dartmouth College with a Bachelor of Arts degree in Psychology in 2024.

He brings to his professional endeavors

discipline, resilience, competitiveness, and a high-performance mindset.

He is fluent in English and Spanish, and his combination of

experience in clinical research, data-driven analysis, technology-enabled information management, organizational leadership, and mentorship

provides a multidisciplinary perspective relevant to operating at the intersection of technology, data, digital platforms, and rapidly

evolving markets.

directors hold office until the next annual meeting of the shareholders of the Company and until their successors have been duly elected

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Board is currently composed of five members.

With the exception of Thomas Tarala and Hongyu Zhou, we have determined that all of the

directors are independent as such term is defined under The Nasdaq Stock Market Rules.

With the exception of Thomas Tarala and Guibao Ji, we have determined that all of the directors

are independent as such term is defined under The Nasdaq Stock Market Rules.

following table identifies the independent and non-independent current board and committee members:

Thomas Tarala

OF THE BOARD OF DIRECTORS

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quality of our financial reporting.

Chenlong Liu and Kong Liu, who each satisfy the independence requirements of

Rule 10A-3 under the Exchange Act and Nasdaq’s rules, serve on our audit committee.

There was one meeting of the Audit Committee in the financial year ended April 30, 2025, which took place on March

24, 2025, and was attended by both members of the Audit Committee.

Quiles who each satisfy the independence requirements of Rule 10A-3 under

the Exchange Act and Nasdaq’s rules, serve on our audit committee, with Mr.

Cui serving as chair.

There was one meeting of the

Audit Committee in the financial year ended April 30, 2026, which took place on January 13, 2026, and was attended by all members of

the Audit Committee.

Committee Financial Expert

have determined that Chenlong Liu is qualified as an Audit Committee Financial Expert following the Acquisition, as that term is defined

under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

have determined that Mr.

Zhu are both qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC

and in compliance with the Sarbanes-Oxley Act of 2002.

function of the Compensation Committee is to determine the compensation of our executive officers.

The Compensation Committee has

the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make

recommendations with respect to shareholder proposals related to compensation matters.

Additionally, the Compensation Committee is

responsible for administering the 2020 Global Incentive Plan.

Chenlong Liu and Kong Liu are the independent directors on the

compensation committee, with Kong Liu serving as the chairman.

There was one meeting of the Compensation Committee in financial year ended April 30, 2025, which took place on February

13, 2025, and was attended by both members of the Compensation Committee.

The Compensation Committee has the

power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations

with respect to shareholder proposals related to compensation matters.

Additionally, the Compensation Committee is responsible for administering

the 2026 Global Incentive Plan.

Quiles are the independent directors on the compensation committee, with Mr.

Quiles serving as chair.

There was one meeting of the Compensation Committee in financial year ended April 30, 2026, which took place

on August 18, 2025, and was attended by all members of the Compensation Committee.

and Corporate Governance Committee

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Governance Committee will carefully review the recommendations and consider such recommendations in good faith.

Chenlong Liu and Kong Liu, who satisfy the independence requirements of Nasdaq’s rules, serve on our compensation committee, with Chenlong Liu serving

as the chairman.

Quiles who satisfy the independence requirements of Nasdaq’s rules, serve on our compensation committee, with Ms.

and Committee Meetings in the 2026 Fiscal Year

The Board held 16 meetings in the financial year ended April 30, 2025;

the Audit Committee held one meeting;

and the Compensation Committee held one meeting.

Board held two meetings in the financial year ended April 30, 2026, and each of the Audit Committee, the Compensation Committee, and

the Nominating and Corporate Governance Committee held one meeting as noted above.

No director attended fewer than 75% of such meetings

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Each committee meeting had 100% attendance by its members.

The Company’s annual general meeting for the financial year ended

April 30, 2024, was attended by Thomas Tarala.

No other director attended because, at the time of the meeting, the Company had not yet

effected the merger of Connexa with YYEM, and none of the Company’s other directors were then serving as directors or otherwise

involved in the Company.

Company’s annual general meeting for the financial year ended April 30, 2025, was chaired by Mr.

Tarala and attended by Mr.

The Company did not have a formal policy for director attendance at annual meetings of security holders during

the financial year ended April 30, 2025 and does not have any such policy in place at the date hereof.

the financial year ended April 30, 2026 and does not have any such policy in place at the date of this report.

16(a) Beneficial Ownership Reporting Compliance

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by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file.

solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended April 30, 2025, including

those reports that we have filed on behalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial owner

of more than 10% of the outstanding common stock, or any other person subject to Section 16 of the Exchange Act, failed to file with

the SEC on a timely basis during the fiscal year ended April 30, 2025.

On June 18, 2025, the Board approved

a change in the compensation of the Company’s directors, from a cash payment of $7,500 per financial quarter together with a quarterly

grant of restricted common stock with a market value of $12,500 under the 2020 Plan to cash compensation of $15,000 per financial quarter

with no grant of common stock.

This change applied to the Company’s employee director, Chief Executive Officer of the Company, Thomas

Tarala, for his services as a director of the Company, as well as the other directors.

The cash payments are retroactive to when each

director became a member of the Board, and, as a result, the Company currently owes each director a total of $30,000 for his service on

the Board ($15,000 for the quarter that began on November 1, 2024 and $15,000 for the quarter that began on February 1, 2025).

solely on a review of copies of these reports, we believe that other than the report listed below, all of our executive officers, directors,

and 10% owners timely complied with all Section 16(a) filing requirements during the fiscal year ended April 30, 2026.

The following

directors and officers were late filing his or her respective Form 3:

Guibao Ji, Hai Bin Cui, Bini Zhu, and Alejandro Quiles.

As previously disclosed on

June 18, 2025, the Board approved a change in the compensation of the Company’s directors, from a cash payment of $7,500 per financial

quarter together with a quarterly grant of restricted common stock with a market value of $12,500 under the Plan to cash compensation

of $15,000 per financial quarter with no grant of common stock.

This change applied to all of the directors, including the Company’s

employee director, Mr.

of Business Conduct and Ethics

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Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to

Company has adopted an insider trading policy that governs the purchase, sale, and other disposition of our securities that applies to

our officers and directors, as well as our employees that have regular access to material nonpublic information about the Company in

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Thomas Tarala (1)

1,620,000 (2)

Guibao Ji (1)

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Judah Honickman (3)

On November 22, 2024, in

connection with the completion of the Acquisition, Thomas Tarala was appointed Chief Executive Officer and Guibao Ji was appointed

Chief Financial Officer.

As of August 12, 2025,

the amounts listed for Mr.

November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala was appointed Chief Executive Officer and

Guibao Ji was appointed Chief Financial Officer.

of September 18, 2026, the amounts listed for Mr.

Tarala are currently owed to him and have not yet been paid.

On November 21, 2024, in

connection with the completion of the Acquisition, Mike Ballardie, Judah Honickman, and Yonah Kalfa, resigned from their respective

positions with the Company, effective immediately.

November 21, 2024, in connection with the completion of the acquisition of what was then known as Connexa Sports Technologies Inc.

(the “Acquisition”), Mike Ballardie, Judah Honickman, and Yonah Kalfa, resigned from their respective positions with

the Company, effective immediately.

Equity Awards at Fiscal Year-End

of the current directs and officers have been awarded any equity awards as of April 30, 2025.

of the current directors and officers have been awarded any equity awards as of April 30, 2026.

Company is a party to service agreements with each of its executive officers.

February 12, 2025, the Company approved an employment agreement with Thomas Tarala as the Company’s Chief Executive Officer.

Tarala has been serving in such capacities since November 21, 2024 when the employment agreement was signed.

Tarala’s Employment Agreement (also referred to as a Service Agreement) is for a term of five years but may be terminated at any

time by the Company by giving Mr.

Tarala 180 days’ prior written notice of such termination.

February 12, 2025, the Company approved an employment agreement with Mr.

Tarala as the Company’s Chief Executive Officer.

The agreement

has a term of five years and may be terminated by the Company upon 180 days’ prior written notice.

In such a case, all of his unvested

stock, warrant, and option compensation of any nature will vest without any further action required on his part.

Tarala’s right

to receive compensation, whether in cash or securities, will survive any termination of his Employment Agreement.

Tarala’s compensation as Chief Executive Officer of the Company includes (i) a base salary of $720,000 annually (the “Base

Salary”) and (ii) a signing bonus of $300,000 in the form of the Company’s common stock.

The agreement also contains

change of control provisions that accelerate the vesting of unvested equity awards.

Tarala’s compensation as Chief Executive Officer of the Company includes (i) a base salary of $720,000 annually and (ii) a

signing bonus of $300,000 in the form of the Company’s common stock.

Tarala is also entitled to an annual bonus, earned as

of the end of each fiscal year and as of the date of termination of his employment agreement, of at least 100% of his then-current

In addition, Mr.

Tarala is due a

bonus of $1,000,000 in cash and/or securities (with the form of payment to be agreed by and between Mr.

Tarala and the Board) as a

success fee for his role in the merger of Connexa with YYEM (presently a Hong

Kong subsidiary of the Company) and the successful listing of the combined company on The Nasdaq Capital Market.

This success fee has

not yet been paid to Mr.

Tarala is entitled to an annual bonus, earned as of the end of each fiscal year and as of the date of termination of his Employment Agreement,

of at least 100% of his then Base Salary, payable in cash and/or stock, options and/or warrants, as agreed between him and the Board.

Tarala will also be entitled to a special bonus in the event of a Change of Control (as defined below) by the Company (or any successor

entity) in a lump-sum amount equal to 3% of the increased valuation of the surviving corporation resulting from such Change of Control

(with the determination of increased valuation detailed in his Employment Agreement).

The right to receive a special bonus will survive

the termination of Mr.

Tarala’s Employment Agreement for two years.

purposes of Mr.

Tarala’s Employment Agreement, “Change of Control” means the occurrence, in a single transaction or

in a series of related transactions, of any one or more of the following events:

(i) the acquisition by a third party (or more than one

party acting as a group) of securities of the Company representing more than 50% of the combined voting power of the Company’s

then outstanding securities other than by virtue of a merger, consolidation, or similar transaction;

(ii) the closing of a merger, consolidation,

acquisition, or other business combination (a “Business Combination”) other than a Business Combination in which the holders

of the shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock of

the surviving corporation immediately after the Business Combination as immediately before;

(iii) the dissolution or liquidation of the

(iv) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company;

the Company acquiring a controlling interest in a business with a value exceeding 66% of YYEM;

or (vi) the dominant business of the Company

in terms of revenue no longer being the licensing out of technology relating to matchmaking or online dating.

Tarala will be entitled to participate in any bonus plans or incentive compensation plans approved by the Company from time to time.

It is agreed that any such plans will be effective as of November 21, 2024.

The Company also agreed to provide Mr.

Tarala with annual

grants, at least once per calendar year and also upon termination of his Employment Agreement, in the form of securities (together, the

“Awards”) with the value of such Awards at the time of grant equivalent to at least 100% of his then Base Salary.

agreed that any securities delivered as part of Mr.

Tarala’s Awards (or as part of his other compensation) will be issued pursuant

to a Securities Act-registered plan if such exists, and, if there is no Securities Act-registered plan, to register the shares as promptly

as possible, with the costs being paid by the Company.

Tarala will be entitled to participate in any equity or option plan (or similar)

adopted by the Company for its directors, officers, or employees.

the extent the Company does not have sufficient funds to pay Mr.

Tarala his Base Salary, Mr.

Tarala will have the option of deferring

the aggregate unpaid amount (the “Deferral Amount”), which will be registered in the Company’s books as a loan given

to the Company by him.

So long as any amount of his Base Salary remains unpaid, Mr.

Tarala will have the option to convert such amount,

or part of it, into shares of the Company (or warrants to purchase shares) at the weighted average trading price of the 10 days prior

to the date of the request by him to exercise this option.

This option will survive the term of Mr.

Tarala’s Employment Agreement.

Tarala was granted the transferable option to include any and all shares of common stock issued by the Company to him pursuant to his

Employment Agreement on each registration statement that the Company files with SEC, subject to pro rata reductions of the shares being

registered pursuant to comments of the staff of the Securities and Exchange Commission.

Tarala is due a bonus of $1,000,000 in cash and/or securities (with the form of payment to be agreed

by and between Mr.

Tarala and the Board) as a success fee for his role in the merger of Connexa Sports Technologies Inc.

with YYEM and

the successful listing of the combined company on Nasdaq, which fee has not yet been paid.

February 12, 2025, the Company approved an employment agreement with Guibao Ji as the Company’s Chief Financial Officer.

Ji has been serving in such capacity since November 21, 2024.

has been serving in such capacity since November 21, 2024.

Ji’s Employment Agreement may be terminated by either party on one month’s written notice.

Ji’s compensation as Chief

Financial Officer of the Company includes (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company’s

Ji’s compensation as

Chief Financial Officer of the Company includes (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company’s

overall business performance.

2 unchanged sentences

Thomas Tarala (1)

Guibao Ji (2)

Hai Bin Cui (3)

Alejandro Quiles (2)

Chenlong Liu (1)(4)

Hongyu Zhou (1)(5)

Kong Liu (1)(6)

Warren Andrew Thomson (1)(7)

Chenlong Liu (1)

Mike Ballardie (3)

Kirk Taylor (3)

Stephen Crummey (3)

Yonah Kalfa (3)

Rodney Rapson (3)

November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala, Hongyu

Zhou, Warren Thomson, Chenlong Liu, and Kong Liu were appointed as directors of the Company.

June 12, 2025, Warren Andrew Thomson resigned from the board of directors of the Company

and all committees thereof, effective immediately.

November 21, 2024, in connection with the completion of the Acquisition, Mike Ballardie, Kirk Taylor, Stephen Crummey, Yonah Kalfa,

and Rodney Rapson resigned from the board of directors of the Company, effective immediately.

Company issued to the director 300,000 shares of common stock for two years of service and 700,000 shares of common stock for extraordinary

contributions.

Company issued to the director 150,000 shares of common stock for one year of service and 350,000 shares of common stock for extraordinary

contributions.

November 22, 2024, in connection with the Acquisition, Thomas Tarala, Hongyu Zhou, Warren Thomson, Chenlong Liu, and Kong Liu were

appointed as directors of the Company.

Ji and Alejandro Quiles were appointed on July 15, 2026, after the end of the financial year ended April 30, 2026.

Bin Cui was appointed on September 17, 2025.

July 10, 2026, Chenlong Liu resigned from the board of directors of the Company and all committees thereof, effective immediately.

June 2, 2026, Hongyu Zhou resigned from the board of directors of the Company and all committees thereof, effective immediately.

September 1, 2025, Kong Liu resigned from the board of directors of the Company and all committees thereof, effective immediately.

June 12, 2025, Warren Andrew Thomson resigned from the board of directors of the Company and all committees thereof, effective immediately.

Options/SAR Grants

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of the date hereof with respect to any person (including any “group”,

as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is

known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of

our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers

Unless otherwise specified in the table below, such information, other than information with respect to our directors and

executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”)

pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act with respect to our common stock.

relating to beneficial ownership of the Common Stock by our principal shareholders and management is based upon information furnished

by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission and the information

is not necessarily indicative of beneficial ownership for any other purpose.

Under these rules, a person is deemed to be a beneficial

owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,

or investment power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial

owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days after the date hereof,

through the exercise of any stock option, warrant or other right.

Such securities are deemed outstanding for computing the percentage

of the person holding such security but are not deemed outstanding for computing the percentage of any other person.

The inclusion herein

of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Under the Securities

and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be

deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below,

each person has sole voting and investment power.

following table lists, as at the date hereof, the number of shares of common stock of our Company that are beneficially owned by (i)

each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each officer

and director of our Company;

of the date hereof, no person (including any “group”, as that term is used in Section 13(d)(3) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)) is known to us to be the beneficial owner of more than five

percent (5%) of any class of our voting securities, and no director or executive officer is the beneficial owner of any shares of

our equity securities.

This information, except in relation to our directors and executive officers, is based on a review of

statements filed with the SEC pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act with respect to our common

following table sets out the above information, listing, as of the date hereof, the number of shares of common stock of our Company

that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the

outstanding common stock;

(ii) each officer and director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common

stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership”

concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of

a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment

power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any

security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission

rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial

owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below, each person has sole

voting and investment power.

Information relating to beneficial ownership of our common stock by our principal shareholders and management is based upon

information furnished by each person using “beneficial ownership” concepts under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power

to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial

ownership within 60 days after the date hereof, through the exercise of any stock option, warrant or other right.

Such securities

are deemed outstanding for computing the percentage of the person holding such security but are not deemed outstanding for computing

the percentage of any other person.

If any shares were deemed beneficially owned and included herein, this would not constitute an

admission of beneficial ownership of those shares.

Under the SEC rules, more than one person may be

deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities in which

he or she may not have any pecuniary beneficial interest.

Except as noted below, each person has sole voting and investment

% of Class (1)

Thomas Tarala

Alejandro Quiles

All current officers and directors as a group (5 persons)

Percentages are based on a total of 14,563,019 shares of Common Stock outstanding as of August 7, 2025.

Authorized for Issuance under Equity Compensation Plans

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individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

noted above, on November 11, 2020, the Board approved the 2020 Plan,

which was approved by stockholders holding in the aggregate 999,735 shares of Common Stock, or approximately 75.4% of the Common

Stock outstanding on such date.

The 2020 Plan provides for the grant of awards which are incentive stock options

(“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock, restricted stock

units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key management

employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a

“participant”) (however, solely employees of the Company and its subsidiaries are eligible for incentive stock option

Company currently reserves a total of 1,537,500 shares for issuance under awards to be made under the 2020 Plan, all of which may, but

need not, be issued in connection with ISOs.

noted above, on November 11, 2020, the Board approved the Plan, which was approved by stockholders holding in the aggregate 999,375 shares

of Common Stock, or approximately 75.4% of the Common Stock outstanding on such date.

The Plan provides for the grant of awards which

are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock,

restricted stock units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key

management employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”)

(however, solely employees of the Company and its subsidiaries are eligible for incentive stock option awards).

Company has reserved a total of 1,537,500 shares for issuance, of which 8,589 shares are currently available for issuance, under awards to be made under the Plan, all of which may, but need

not, be issued in connection with ISOs.

To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases

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the grant of a new award.

The 2020 Plan shall continue in effect, unless sooner terminated, until the 10th anniversary of the

date on which it was adopted by the Board of Directors (except as to awards outstanding on that date).

The Board of Directors in its

discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not theretofore been granted;

however, that the 2020 Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent

of the holder, with respect to any award previously granted.

The Plan shall continue in effect, unless sooner terminated, until the 10th anniversary of the date on which

it was adopted by the Board of Directors (except as to awards outstanding on that date).

The Board of Directors in its discretion may

terminate the Plan at any time with respect to any shares for which awards have not theretofore been granted;

provided, however, that

the Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with

respect to any award previously granted.

new hires, non-employee directors, and additional non-employee consultants are eligible to participate in the Plan as well.

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as the grant of awards is dependent upon various factors such as hiring requirements and job performance.

shares of common stock are available to be issued under the 2020 Plan.

37,500 shares of common stock have previously

been issued pursuant to the 2020 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

YYEM holds securities of Brightstar

Technology Group Co., Ltd., with a fair value of $1,382,857 as of April 30, 2025.

Hongyu Zhou, a director of the Company, has provided

a guarantee on the value of these shares.

Under a guarantee arrangement, Mr.

Zhou is obligated to compensate the Company for any decline

in the investment’s fair value below the guaranteed amount of $4,210,385.

The amounts receivable from Mr.

Zhou under this guarantee

were $2,827,528 and $2,497,049 as of April 30, 2025 and 2024, respectively.

No amounts are currently due from Mr.

If, upon the Company’s

sale of these securities, the proceeds are less than the guaranteed amount, Mr.

Zhou will be obligated to pay the Company the difference.

This obligation is contingent and will not become payable unless and until the shares are sold.

The balances of $775,406 and $50,145 as of April 30, 2025 and 2024, respectively,

represent amounts payable to Mr.

Zhou for expenses paid on behalf of the Company.

On October 22, 2025, the Company

entered into a share purchase agreement with Hongyu Zhou, the then Chairman of the Company, to acquire from him, for $36.0 million in

cash, the 30% of the share capital of YYEM that the Company did not already own.

Because of Mr.

Zhou’s interest in the transaction,

the transaction was considered and approved by the members of the Audit Committee, who reviewed, among other things, a valuation report

from an independent third party.

Following this transaction, the Company consolidates 100% of the revenue generated by YYEM.

On January 14, 2026, the Company

entered into a securities purchase agreement to issue Hongyu Zhou, the then Chairman of the Company, 5,269 shares of Common Stock (after

adjusting for reverse stock splits) at the market price, generating gross proceeds of $5.8 million .

At the time, the Common Stock purchased in the transaction constituted approximately 10% of the Company’s outstanding Common Stock

immediately following the transaction.

YYEM holds securities of Brightstar Technology Group Co., Ltd., with a fair value of $1.0 million as of April 30,

Hongyu Zhou, who resigned as a director of the Company on June 2, 2026, had provided a guarantee on the value of these shares.

Under the guarantee arrangement, Mr.

Zhou was obligated to compensate the Company for any decline in the investment’s fair value

below the guaranteed amount of $4.2 million.

The amount receivable from Mr.

Zhou under this guarantee was $2.8 million as of April 30,

The $2.5 million amount that would have been receivable from Mr.

Zhou as of April 30, 2026 was written off, as disclosed in Note

16 to the financial statements, so no amounts are due from Mr.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

1 unchanged sentence

the audit of our financial statements and for the quarterly reviews of our financial statements.

All Other Fees

Exhibits, Financial Statement Schedules

4 unchanged sentences

10-K or, as noted, incorporated by reference herein:

of Incorporation of Connexa Sports Technologies Inc.

(incorporated herein by reference to Exhibit 3.1 of the Current Report on Form

8-K, filed with the SEC on May 16, 2022)

of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on September 20,

2023 (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed with the SEC on October 5, 2023)

of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on June 26, 2024

(incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on July 2, 2024)

and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October

Purchase Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited, dated March 18, 2024 (Incorporated

by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Exchange Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited dated March 18, 2024 (Incorporated

by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

and Assignment Agreement, dated November 21, 2024, by and between Connexa Sports Technologies Inc.

and J&M Sports LLC (Incorporated

by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024)

Tarala Service Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025)

Ji Employment Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025)

Agreement, dated January 8, 2025, by and between the Company and A.G.P./Alliance Global Partners (Incorporated by reference to the

Company’s Registration Statement on Form S-3 filed on January 10, 2025)

Purchase Agreement dated June 30, 2025 between the Company and the Investors party thereto (Incorporated by reference to the Company’s

Current Report on Form 8-K filed on July 2, 2025)

Insider Trading Policy

Certificate of Incorporation of Connexa Sports Technologies Inc.

(incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on May 16, 2022)

Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on September 20, 2023 (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed with the SEC on October 5, 2023)

Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on June 26, 2024 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on July 2, 2024)

Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October 16, 2023)

Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on September 30, 2025 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on October 6, 2025)

Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on October 23, 2025 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on October 23, 2025)

Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on May 15, 2026 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on May 19, 2026)

Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on August 15, 2026 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on August 19, 2026)

Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October 16, 2023)

Share Purchase Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited, dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Share Exchange Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024)

Separation and Assignment Agreement, dated November 21, 2024, by and between Connexa Sports Technologies Inc.

and J&M Sports LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024)

Thomas Tarala Service Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025)

Guibao Ji Employment Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025)

Sales Agreement, dated January 8, 2025, by and between the Company and A.G.P./Alliance Global Partners (Incorporated by reference to the Company’s Registration Statement on Form S-3 filed on January 10, 2025)

Securities Purchase Agreement dated June 30, 2025 between the Company and the Investors party thereto (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2025)

Director Service and Indemnity Agreement, dated August 15, 2025, by and between Connexa Sports Technologies Inc.

and Bini Zhu (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2025)

Joint Venture Agreement, dated August 25, 2025, by and between Connexa Sports Technologies Inc.

and JuCoin Capital Pte Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 29, 2025)

Director Service and Indemnity Agreement, September 17, 2025, by and between Connexa Sports Technologies Inc.

and Hai Bin Cui (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 17, 2025)

Share Purchase Agreement, dated October 22, 2025, by and between AiRWA Inc.

and Hongyu Zhou (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 27, 2025)

Form of Securities Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 22, 2025)

Placement Agency Agreement dated December 18, 2025, between AiRWA Inc., and A.G.P./Alliance Global Partners (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 22, 2025)

Securities Purchase Agreement, dated January 14, 2026, by and between AiRWA Inc.

and Hongyu Zhou (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 15, 2026)

Share Purchase Agreement, dated January 30, 2026, by and between AiRWA Inc.

and the shareholders of Aberfeldy Holdings Limited (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 5, 2026)

Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc.

and Guibao Ji (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 16, 2026)

Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc.

and Alejandro Quiles (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 16, 2026)

Share Purchase Agreement, dated July 27, 2026, by and between AiRWA Inc., Hongkong Best Life Trade Co., Limited and Nova Innovation Tech Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 27, 2026)

Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 of the Annual Report on Form 10-K, filed with the SEC on August 13, 2025)

List of Subsidiaries

2 unchanged sentences

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).

Certification

of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Connexa Sports Technologies Inc.

Compensation Recovery Policy

Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 of the Annual Report on Form 10-K, filed with the SEC on August 13, 2025)

XBRL Instance Document

8 unchanged sentences

on its behalf by the undersigned thereunto duly authorized.

Sports Technologies Inc.

August 13, 2025

September 21, 2026

Thomas Tarala

Director and Chief Executive Officer

and Chief Executive Officer

Executive Officer)

August 13, 2025

September 21, 2026

Financial Officer

5 unchanged sentences

Financial Officer and Principal Accounting Officer

Alejandro Quiles

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-K

Item 9A. Controls and Procedures