What changed in this filing

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Item 1. Business

2025-08-13 compared with 2024-07-25 · 420 added, 938 removed, 0 unchanged (100% of the section changed)

of our Company

(“Lazex”) was incorporated under the laws of the State of Nevada on July 12, 2015.

On August 23, 2019, the majority

owner of Lazex entered into a Stock Purchase Agreement with Slinger Bag Americas Inc., a Delaware corporation (“Slinger Bag Americas”),

which was 100% owned by Slinger Bag Ltd.

(“SBL”), an Israeli company.

In connection with the Stock Purchase Agreement, Slinger

Bag Americas acquired 2,500 shares of common stock of Lazex for $332,239.

On September 16, 2019, SBL transferred its ownership of Slinger

Bag Americas to Lazex in exchange for the 2,500 shares of Lazex acquired on August 23, 2019.

As a result of these transactions, Lazex

owned 100% of Slinger Bag Americas and the sole shareholder of SBL owned 2,500 shares of common stock (approximately 82%) of Lazex.

September 13, 2019, Lazex changed its name to Slinger Bag Inc.

October 31, 2019, Slinger Bag Americas acquired control of Slinger Bag Canada, Inc., (“Slinger Bag Canada”) a Canadian company

incorporated on November 3, 2017.

There were no assets, liabilities or historical operational activity of Slinger Bag Canada.

February 10, 2020, Slinger Bag Americas became the 100% owner of SBL, along with SBL’s wholly owned subsidiary Slinger Bag International

(UK) Limited (“Slinger Bag UK”), which was formed on April 3, 2019.

On February 10, 2021, Zehava Tepler, the owner of SBL,

contributed Slinger Bag UK to Slinger Bag Americas for no consideration.

February 25, 2020, the Company increased the number of authorized shares of common stock from 75,000,000 to 300,000,000 via a four-to-one

forward split of its outstanding shares of common.

All share and per share information contained in this report have been retroactively

adjusted to reflect the impact of the stock split.

Effective June 27, 2024, the Company increased the number of authorized

shares of common stock from 300,000,000 to 1,000,000,000.

June 21, 2021, Slinger Bag Americas entered into a membership interest purchase agreement with Charles Ruddy to acquire a 100% ownership

stake in Foundation Sports Systems, LLC (“Foundation Sports”).

February 2, 2022, the Company entered into a share purchase agreement with Flixsense Pty, Ltd.

(“Gameface”).

of the share purchase agreement, Gameface became a wholly owned subsidiary of the Company.

February 22, 2022, the Company entered into a merger agreement with PlaySight Interactive Ltd.

(“PlaySight”) and Rohit Krishnan

(the “Shareholders’ Representative”).

As a result of the merger agreement, PlaySight would become a wholly owned subsidiary

of the Company.

April 2022, the Company determined that the technology utilized in the Foundation Sports acquired entity would take substantially more

financial resources and more time to bring to market and achieve profitability than originally anticipated.

As a result, the goodwill

and intangible assets related to Foundation Sports were fully impaired as of April 30, 2022, resulting in an impairment loss of $3,486,599.

In addition, during April 2022 the Company decided to sell a portion of Foundation Sports.

The Company continued to classify Foundation

Sports in continuing operations, until December 5, 2022 when it sold 75% of Foundation Sports back to the original owners at which time

it deconsolidated this subsidiary and recorded a loss on the sale.

The Company also determined to dispose of the PlaySight entity during

the year ended April 30, 2023.

The Company completed the sale in November 2022 and recorded a loss on the sale at that time.

April 2022, the Company changed its domicile from Nevada to Delaware.

On April 7, 2022, the Company effected a name change to Connexa

Sports Technologies Inc.

We also changed our ticker symbol, “CNXA”.

Connexa is now the holding company under which Slinger

Bag and Gameface reside.

operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, SBL and Gameface are collectively referred

to as the “Company.”

June 14, 2022, the Company effected a 1-for-10 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 and all such fractional interests were

rounded up to the nearest whole number of shares of common stock.

All references to the outstanding stock have been retrospectively adjusted

to reflect this reverse split.

The Company also consummated a public offering of shares of its common stock and the listing of its common

stock on the Nasdaq Capital Market.

November 17, 2022, Gabriel Goldman and Rohit Krishnan resigned from the board of directors of the Company.

Gabriel and Rohit were members

of the audit and compensation committees.

Gabriel Goldman was a member of the Company’s Nominating and Corporate Governance Committee.

Neither Gabriel nor Rohit advised the Company of any disagreement with the Company on any matter relating to its operations, policies

or practices.

November 27, 2022, the Company entered into a share purchase agreement (the “Agreement”) with PlaySight, Chen Shachar and

Evgeni Khazanov (together, the “Buyer”) pursuant to which the Buyer purchased 100% of the issued and outstanding shares of

PlaySight from the Company in exchange for (1) releasing the Company from all of PlaySight’s obligations towards its vendors, employees,

tax authorities and any other (past, current and future) creditors of PlaySight;

(2) waiver by the Buyer of 100% of the personal consideration

owed to them under their employment agreements in the total amount of U.S.

$600,000 (which would have been increased in December 2022

and (3) cash consideration of U.S.

$2 million to be paid to the Company as follows:

promissory note in the amount of U.S.

$2 million issued and delivered to the Company (the “Promissory Note”).

maturity due date of the Promissory Note is December 31, 2023 subject to a one year extension in the discretion of the Buyer until

December 31, 2024.

The Buyer timely elected to extend the maturity date of the Promissory Note to December 31, 2024.

Promissory Note can be partially paid over the time, but in the event it is not paid in full by December 31, 2024, then the remaining

amount due (i.e.

$2 million less any amount paid), will be converted into ordinary shares of PlaySight (the “Deposited

Shares”), which will be deposited with the escrow company of Altshuler Shaham Trust Ltd.

(the “Escrow Agent”) for

the benefit of the Company or, at the election of the Company, issued in the form of a stock certificate or recorded in some other

market-standard format to be held by the Escrow Agent.

number of the Deposited Shares shall be determined according to the post-money valuation of the last investment round of the Company,

and in the absence of such investment round, the total number of the Deposited Shares shall be $2 million divided by the Company’s

valuation to be determined at that time by a third-party appraiser, to be nominated by both the Company and the Buyer (the “Appraiser”).

The Company and the Buyer have agreed that the identity of the Appraiser shall be Murray Devine Valuation Advisers, to the extent

their cost of the appraisal shall not be higher than the cost of other appraisers from the big 4 accounting firms (i.e.

KPMG, PWC and Deloitte).

The Company and the Buyer have agreed to split the cost of the Appraiser.

Company has also released PlaySight from all of its obligations (except for those created by the Agreement) in respect of the Company,

including any inter-company debts on the books, and the Buyer has released the Company from all of its obligations (except for those

created by the Agreement) in respect of PlaySight and the Buyer.

reason for the entry into the Agreement and the transactions contemplated thereby was to eliminate the need for the Company to provide

further financing for PlaySight’s operations.

December 5, 2022, the Company assigned 75% of its membership interest in Foundation Sports to Charles Ruddy, its founder and granted

him the right for a period of three years to purchase the remaining 25% of its Foundation Sports membership interests for $500,000 in

As of December 5, 2022, the results of Foundation Sports will no longer be consolidated in the Company’s financial statements,

and the investment was accounted for as an equity method investment.

On December 5, 2022, the Company analyzed this investment and established

a reserve for the investment at the full amount of $500,000.

The Company entered into a database access and marketing agreement

with Foundation Sports pursuant to which Foundation Sports will (i) provide the Company with sporting or racquet facility information

and contact data of its customers (subject to applicable law) and (ii) publish any promotional content, call to action, survey or similar

promotional communications provided by the Company to Foundation Sport’s customers for its Customers to promote said material to

their extended network of consumers in exchange for 7% of any gross revenue to be generated from such activities.

March 7, 2023, Slinger Bag entered into an exclusive distribution agreement for Padel Tennis with a company located in Valencia, Spain

called with Desarrollo y Promocion de Padel S.L.

This agreement is contracted to deliver approximately $15 million in revenue by the

November 16, 2023, the Company entered into an agreement with Agile Capital Funding (the “ACF Agreement”) pursuant to which

the Company sold $693,500 in future receivables to ACF (the “ACF Receivable Amount”) in exchange for $450,000 in cash.

Company agreed to pay ACF $28,895.83 each week until the ACF Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to ACF under the ACF Agreement, the Company granted to ACF

a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed not to create, incur,

assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

previously disclosed on the Current Report on Form 8-K furnished with the SEC on September 9, 2020, the Company entered into a service

agreement dated September 7, 2020 (the “YK Employment Agreement”) with Yonah Kalfa, the Company’s chief innovation

officer and member of the Company’s board of directors.

Pursuant to Sections 2.1(a) and 2.1(b) of the YK Employment Agreement,

the Company owes Mr.

Kalfa $1,137,000 in salary (the “Salary Compensation”) through January 31, 2024 to Mr.

Company was unable to pay Mr.

Kalfa any of the compensation in cash and, given Mr.

Kalfa’s extraordinary contribution to the Company,

pursuant to Section 2.1(b) of the YK Employment Agreement, on January 20, 2024 the Company agreed to pay $1 million of the $1.137 million

owed (with Mr.

Kalfa waiving the right to receive the $137,000 balance) via an issuance of shares of Common Stock as memorialized by

that certain Deferred Payment Conversion Agreement with Mr.

Kalfa, dated January 20, 2024 (the “2024 Agreement”).

Agreement sets forth the price per share of the shares to be issued (267,380), the number of shares to be issued using that price ($3.74),

and the amount due to Mr.

Kalfa through January 31, 2024.

to administrative delays, the Company did not issue the shares in January.

Rather, on March 15, 2024, the Company issued 220,265 shares

of Common Stock.

This is the amount of stock owed for a $1 million payment at a conversion price of $4.54, which was the closing price

of the Common Stock on March 13, 2024 (and a higher price than the closing price on March 14, 2024).

shareholder approval was required for the issuance of the 220,265 shares because it was less than 20% of the number of the Company’s

outstanding shares of Common Stock as of March 14, 2024 and was issued at a price per share ($4.54) above the Minimum Price as defined

under Nasdaq Listing Rule 5635(d).

Company sought and obtained shareholder approval, pursuant to Nasdaq Listing Rule 5635(c), to issue the balance of 47,115 shares (267,380

minus 220,265) to Mr.

Shares were issued on May 24, 2024 without registration under the Securities Act of 1933, as amended (the “Securities Act”),

in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

January 20, 2024, the Company agreed to issue to Mike Ballardie, the Company’s chairman of the board and chief executive

officer, warrants to purchase 317,514 shares of common stock (the “MB Warrants”) at an exercise price of $0.02 per share

and with a term of 10-years as compensation for his extraordinary contribution to the company, in exchange for Mr.

waiver of his right to receive any outstanding bonus payments as described in clause 2.2 of his service agreement with Slinger Bag

International (UK) Limited dated 1 November 2020 (the “Service Agreement”) to which he would otherwise be entitled to

receive through January 31, 2024.

and Recent Transactions

March 18, 2024, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) and a share exchange

agreement (the “Share Exchange Agreement,” and together with the Share Purchase Agreement, the “Agreements”)

to acquire a total of 70% of the issued and outstanding ordinary shares of Yuanyu Enterprise Management Co., Limited (“YYEM”),

a Hong Kong company, from the sole shareholder of YYEM, Mr.

Hongyu Zhou (the “Seller”), for a combined $56 million.

The consummation

of the transactions contemplated in the Agreements will result in a change in control of the Company as the shareholders of YYEM will

become the owners 82.4% of the issued and outstanding shares of common stock of the Company (the “Common Stock”).

of this transaction, as further described below under the heading of “The Separation Agreement”, the Company has agreed to

sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established entity to be owned by Yonah Kalfa and Mike Ballardie.

Acquisition Structure

to the Share Purchase Agreement, the Company agreed to purchase, and the Seller agreed to sell, 2,000 ordinary shares of YYEM, representing

20% of the issued and outstanding ordinary shares of YYEM, for the purchase price of $16,500,000 (the “Share Purchase Consideration”),

payable in cash (the “Share Purchase Transaction”).

The Share Purchase Transaction closed on March 20, 2024.

to the Share Exchange Agreement, the Company has agreed to purchase, and the Seller has agreed to sell, 5,000 ordinary shares of YYEM,

representing 50% of the issued and outstanding ordinary shares of YYEM, for 8,127,572 newly issued shares of Common Stock to the Seller

(the “Share Exchange Transaction,” and together with the Share Purchase Transaction, the “Transactions”).

shares are expected to represent 82.4% of the issued and outstanding shares of Common Stock as of the date of the closing of the Share

Exchange Transaction (the “Share Exchange Consideration”).

Exchange Shares will be issued without registration under the Securities Act, in reliance upon a safe harbor for offshore transactions

or an exemption from registration for transactions not involving a public offering and, as such, will constitute “restricted securities”

within the meaning of Rule 144 under the Securities Act.

Under Rule 144, the Exchange Shares generally may not be offered or sold publicly

unless they have been held for at least six months and subject to other conditions.

connection with the Exchange Transaction, the Company has agreed that at or prior to the closing date of the Acquisition (the

“Closing Date”), it will enter into a separation agreement to sell, transfer and assign all or substantially all of its

legacy business, assets and liabilities related to or necessary for the operations of its “Slinger Bag” business or

products (the “Legacy Business”) to a newly established entity (“NewCo”), and that after the Closing Date,

NewCo will have the sole right to and obligations of the Legacy Business and will be liable to the Company for any losses arising

from third-party claims against the Company that arise from liabilities related to the Legacy Business (the

“Separation”).

NewCo will be majority owned by Yonah Kalfa and Mike Ballardie.

a pro forma basis, as of April 30, 2024, the Legacy Business’ assets were approximately $5.1 million (which represents the assets

of the Company as of January 31, 2024, minus, on a pro forma basis, the $16.5 million used for the purchase of 20% ownership of YYEM

in April 2024), and the liabilities of the Legacy Business were $12.0 million (which represents the liabilities of the Company as of April 30, 2024).

Accommodations

an inducement to the Company to complete the Transactions, the Agreements provide that aggregate payments of (a) $4,500,000 shall be

made to the Company in cash by YYEM and (b) $500,000 shall be made to NewCo (as defined under the header “The Separation Agreement”)

in cash by YYEM, as follows:

(i) $800,000 payable within two (2) business days of the date of the Agreements;

(ii) $1,200,000 payable

within three (3) business days of the Company changing its ticker symbol from “CNXA” to “YYAI,” or such other

symbol as the parties may agree;

(iii) $2,000,000 payable at the Closing and (iv) $500,000 to be paid within 30 days from the Closing

Date and paid to NewCo.

Out of the $4,500,000, the Company paid $2,142,857 to certain companies for arranging the Transactions.

following the Acquisition

or after the Closing, the board of directors of Connexa (the “Board”) shall comprise those individuals designated by YYEM

Seller, and all current members of the Board shall resign with such resignation being effective on the later of the Closing or the appointment

or election of the new directors.

Share Exchange, as amended, provides that:

or before the Closing Date, the Company shall obtain approval from holders of shares of Common Stock for the Share Exchange Transaction

and other matters related to the Share Exchange Transaction.

Such stockholder approval was received on May 15, 2024;

or before the Closing Date, the Company shall obtain approval from Nasdaq for the Reverse Stock Split of the Common Stock at a ratio

to be determined by the parties.

a condition to Closing, from the date of the Exchange Agreement through the Closing Date, the existing shares of Common Stock shall

have been continually listed on Nasdaq, and the Company shall have not received a determination from Nasdaq indicating that the Common

Stock will be delisted from Nasdaq;

the Company and YYEM shall cooperate to effectuate a reverse stock split, obtain approval from Nasdaq of a new listing application to be submitted to Nasdaq in connection with the Share Exchange Transaction, and provide such information as is necessary for the Company to obtain shareholder approval of the Share Exchange Transaction and other matters relating thereto.

The shareholder

approval was obtained on May 15, 2024, and a new listing application was submitted to Nasdaq in May 2024, which is currently under

review by Nasdaq and the 1:20 reverse split took place on 27 June 2024.

cannot provide assurance as to when, or if, all of the closing conditions will be satisfied or waived by the relevant party.

date of this prospectus, we have no reason to believe that any of the conditions will not be satisfied.

the Closing, the Company shall deliver to YYEM Seller the following:

of all resolutions of the Board authorizing the execution, delivery, and performance of the Exchange Agreement and the other agreements,

instruments, and documents required to be delivered in connection with the Exchange Agreement or at the Closing to which the Company

is a party and the consummation of the transactions contemplated hereby and thereby;

Exchange Shares;

documents, instruments, agreements and certificates that may be deliverable in connection with the performance or fulfillment of

the conditions under Section 6.01 and Section 6.03 of the Exchange Agreement that are relevant to the Company;

duly executed bought and sold note, as applicable;

other documents, instruments and writings which may be reasonably requested by YYEM Seller to be delivered by the Company at or prior

to the Closing pursuant to the Exchange Agreement.

the Closing, YYEM Seller shall deliver to the Company the following:

of the Closing Cash Payment (as defined in the Exchange Agreement);

good standing certificate (or its equivalent) for YYEM from the relevant governmental authority of Hong Kong, if applicable, and

each other jurisdiction where YYEM is qualified, registered, or authorized to do business, if any;

the YYEM shares are represented by certificates, such certificates duly endorsed for transfer by YYEM Seller, as applicable;

counterpart to any consents required in connection with the transactions contemplated by the Exchange Agreement;

documents, instruments, agreements and certificates that may be deliverable in connection with the performance or fulfillment of

the conditions under Section 6.01 and Section 6.02 of the Exchange Agreement that are relevant to YYEM Seller;

duly executed bought and sold note as may be required under the law of Hong Kong;

other documents, instruments and writings which may be reasonably requested by YYEM Buyer to be delivered by YYEM Seller and YYEM

at or prior to the Closing pursuant to the Exchange Agreement.

Exchange Agreement may be terminated by mutual written consent of the Company and the YYEM Seller at any time before the Closing or by

either the Company or the YYEM Seller at any time before the Closing if the Share Exchange Transaction has not been consummated by the

date that is 180 days from the date of the Exchange Agreement (the “Termination Date”) or if any party breaches the Exchange

Agreement with respect to the closing conditions and such breaches cannot be cured by the Termination Date.

If the Exchange Agreement

is terminated by the Company unilaterally and of its own volition other than due to the aforementioned termination conditions, the Company

shall be liable for a termination fee in the amount of three times the fees and costs incurred by the YYEM Seller in connection with

the Share Exchange Transaction up to a maximum amount in the aggregate of $600,000, with certain exceptions, including, but not limited

to lack of SEC or Nasdaq approval of the Share Exchange Transaction or lack of approval from holders of shares of Common Stock.

Company’s Board and stockholders have approved the Proposed Reverse Stock Split of its Common Stock within a range of 1-for-10

to 1-for-100, with the Board having set the specific ratio at 1-20 and determined the date for the Proposed Reverse Stock Split to be

effective to be June 27, 2024.

June 8, 2023, the Company entered into a merchant cash advance agreement with Meged Funding Group (“Meged”) pursuant to which

the Company sold $315,689 in future receivables to Meged (the “Meged Receivables Purchased Amount”) to in exchange for payment

to the Company of $210,600 in cash less fees of $10,580.

The Company agreed to pay Meged $17,538 each week until the Meged Receivables

Purchased Amount is paid in full.

September 19, 2023, the Company entered into an agreement with Meged (the “Second Meged Agreement”) pursuant to which the

Company sold $423,000 in future receivables to Meged (the “Meged Second Receivable Amount”) in exchange for paying the then

outstanding balance of $70,153 of the Meged Receivables Purchased Amount in full with the balance being retained by the Company in cash

for general purposes.

The Company agreed to pay Meged $15,107 each week until the Meged Second Receivable Amount was paid in full.

order to secure payment and performance of the Company’s obligations to Meged under the Second Meged Agreement, the Company granted

to Meged a security interest in all accounts receivable and all proceeds therefrom as such term is defined by Article 9 of the Uniform

Commercial Code (UCC).

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on

or with respect to any of such collateral.

August 7, 2023, the Company entered into an agreement with UFS (the “UFS Agreement”) pursuant to which the Company sold $797,500

in future receivables (the “UFS Second Receivables Purchased Amount”) to UFS in exchange for payment to the Company of $550,000

in cash less fees of $50,000.

The Company agreed to pay UFS $30,000 each week until the UFS Second Receivables Purchased Amount was paid

order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS

a security interest in all accounts receivable and all proceeds therefrom as such term is defined by Article 9 of the Uniform Commercial

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect

to any of such collateral.

Meeting of Stockholders

September 13, 2023 the Company held a special meeting of stockholders in which the following items were approved:

(i) the issuance

of (i) 1,274 shares of the our common stock, par value $0.001 per share, that were issued on October 3, 2023, and, (ii) 14,753

shares of our common stock issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.0002 per share, (iii) 16,026

shares of common stock issuable upon the exercise of 5-Year Warrants at an exercise price of $312 per share, (iv) 32,052 shares of

common stock issuable upon the exercise of 7.5 Year Warrants at an exercise price of $344 per share and (v) 22,625 shares of our

common stock issuable upon the exercise of 5.5 Year Warrants at an at an exercise price per share equal to $1,768 per share to

Armistice Capital Master Fund Ltd and (ii) a reverse stock split of our common stock within a range of one (1)-for-ten (10) to one

(1)-for-forty (40) (“Reverse Stock Split”), with the Board of Directors of the Company to set the specific ratio and

determine the date for the reverse split to be effective and any other action deemed necessary to effectuate the Reverse Stock

Split, without further approval or authorization of stockholders, at any time within 12 months of the special meeting

September 25, 2023, as a result of the shareholder approval obtained at the special meeting of stockholders on September 13, 2023 and

the Reverse Stock Split, the aggregate number of Pre-Funded Warrants, 5-Year Warrants, 5.5-Year Warrants and 7-Year Warrants increased

from 85,455 to 471,348 due to certain adjustments that were required to be made by the terms of the relevant warrants in the event of

receipt of shareholder approval and the occurrence of the Reverse Stock Split.

Transactions from September 2023 to April 2024

September 18, 2023 through April 30, 2024, the Company issued Armistice 473,935 shares of Common Stock related to the exercise of the

pre-funded warrants.

October 11, 2023, the Company, the Lenders and the Agent (as defined in the LSA) entered into a loan and security modification agreement

to allow for an additional loan of $1,000,000 pursuant to the loan and security modification agreement.

In addition, on October 11, 2023,

the Company agreed to issue warrants to purchase up to 8,460 shares of Common Stock at an exercise price of $138 per share (the “October

December 6, 2023, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with Armistice

with regard to certain of the Company’s existing warrants to purchase up to a total of 248,611 shares of Common Stock, consisting

(i) 70,508 shares of Common Stock issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of

$35.46 per share with a term of five year (the “September 2022 Five Year Warrants”);

(ii) 155,479 shares of Common Stock

issuable upon the exercise of warrants issued on September 28, 2022 each at an exercise price of $70.92 per share with a term of seven

and one half years (the “September 2022 Seven and a Half Year Warrants”);

and (iii) 22,625 shares of Common Stock issuable

upon the exercise of warrants issued on January 6, 2023 (the “January 2023 Warrants” and, together with the September 2022

Five Year Warrants and the September 2022 Seven and a Half Year Warrants, the “2022 and 2023 Warrants”).

to the Inducement Letter, Armistice agreed to exercise for cash the 2022 and 2023 Warrants to purchase an aggregate of 248,611 shares

of Common Stock at a reduced exercise price of $5.88 per share in consideration of the Company’s agreement to issue common stock

purchase warrants to purchase up to an aggregate of 497,221 shares of Common Stock (the “December Warrants”).

received aggregate gross proceeds of $1,461,827.68 from the exercise of the 2022 and 2023 Warrants by the Holder, before deducting offering

expenses payable by it.

The transaction closed on December 7, 2023.

resale of the shares of the Common Stock underlying the 2022 and 2023 Warrants and 224,472 shares of Common Stock owned by Sapir LLC,

a consultant engaged by the Company were registered pursuant to an existing registration statement on Form S-1 (File No.

declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2023.

of February 21, 2024, the total amount owed pursuant to the Note was $3,197,335.65.

Of this amount, the Company received gross proceeds

of $3 million from the Lenders.

February 21, 2024, the Company and the Lenders and the Agent entered into a Waiver, Warrant Amendment and Second Loan and Security Modification

Agreement (the “Waiver, Amendment, and Modification Agreement”).

to the Waiver, Amendment, and Modification Agreement, the Lenders and the Agent agreed to waive certain events of default with regard

to certain covenants and obligations the Company had pursuant to (a) that certain registration rights agreement between the Company and

the Lenders and the Agent entered into in September 2022, (b) the LSA (as modified), and (c) the Inducement Letter.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent agreed to modify the Loan and Security

Agreement such that the Note is now convertible into up to 499,584 shares of Common Stock based on the agreed to conversion price of

The Company believed that the $6.40 conversion price meets the definition of “Minimum Price” in Nasdaq Listing Rule

to the Waiver, Amendment, and Modification Agreement, the Lenders and the Agent agreed to use their reasonable best efforts to voluntarily

convert all amounts owed under the Note on or prior to the last trading day before the trading day on which the next meeting of the Company’s

shareholders would take place.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent agreed that following shareholder approval,

which the Company obtained on May 15, 2024, the October Warrants and December Warrants have been amended to lower the exercise price

of such warrants to $3.20 per share.

to the Waiver, Amendment, and Modification Agreement, the Company agreed that Slinger Bag Americas Inc., a Delaware subsidiary of the

Company (“Slinger”) would, within ten (10) business days of the six month anniversary of the effectiveness of the registration

statement on Form S-1 registering the shares of Common Stock issuable pursuant to the conversion of the Note (the “Effectiveness

Date”), pay in cash to the Lenders and the Agent the difference, if any, between (i) $6 million (the “Guaranteed Amount”)

and (ii) the combined gross proceeds realized by the Lenders and the Agent from its sale of the shares of Common Stock issued pursuant

to (a) conversions of the Note and (b) exercises of the October Warrants and December Warrants(the “Realized Amount”).

is obligated to fund an escrow account with $2 million within ten (10) weeks of February 21, 2024.

The Company and the Lenders and the

Agent also agreed that if, due to a Force Majeure Event, the Lenders and the Agent had not fully converted the Note prior to the six-month

anniversary of the Effectiveness Date, the Company would repurchase the Note and the October Warrants and December Warrants by paying

in cash to the Lenders and the Agent the difference, if any, between the Guaranteed Amount and the Realized Amount.

to the Waiver, Amendment, and Modification Agreement, the Company and the Lenders and the Agent agreed that once the Note was fully repaid

(either via a combination of cash payments and conversions into shares of Common Stock or just via conversions into shares of Common

Stock) all liens and security interests of the Lenders and the Agent in any and all of the property of the Company and the Guarantors

(as defined in the Waiver, Amendment, and Modification Agreement) would be automatically released and terminated, including without limitation,

any liens and security interests evidenced by Uniform Commercial Code financing statements.

to the Waiver, Amendment, and Modification Agreement, the Company agreed to prepare and file a registration statement on Form S-1 registering

the shares of Common Stock issuable pursuant to the conversion of the Note with the SEC within five (5) business days of February 21,

2024 and use commercially reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as

practical thereafter and, in any event, within thirty (30) calendar days of February 21, 2024.

A registration statement was filed and

became effective on March 1, 2024 in compliance with this obligation.

April 15, 2024, the Company acknowledged and agreed to the entrance into a warrant purchase agreement (the “Morgan WPA”)

by Armistice and Morgan Capital LLC (“Morgan”) pursuant to which Armistice sold the October and December 2023 Warrants to

Morgan for $2,500,000 in cash.

Pursuant to the Morgan WPA, Armistice agreed that the obligation of Slinger Bag Americas to, within 10

Business Days of the six month anniversary of the Waiver, Amendment, and Modification Agreement, pay in cash to Armistice the difference,

if any, between (i) $6 million and (ii) the combined gross proceeds to be realized by the Holder from its sale of the Company’s

common stock issued pursuant to (a) conversions of the note (which as of the date hereof has been fully converted into shares of the

Company’s common stock) and (b) exercises of the Warrants would be terminated and of no further effect and force.

pursuant to the Morgan WPA, Armistice agreed that the obligation of Slinger Bag Americas to maintain an escrow account with its counsel

in the amount of no less than $2,000,000 would be terminated and of no further effect and force.

Armistice further agreed that any and

all liens and security interests of Armistice in any and all of the property of the Company and the Guarantors (as such terms are defined

in the Waiver, Amendment, and Modification Agreement) would be automatically released and terminated, including without limitation, any

liens and security interests evidenced by Uniform Commercial Code financing statements.

October 12, 2023, the Board of Directors of the Company approved an amendment to the Bylaws of the Company to reduce the percentage of

shares of stock, issued and outstanding and entitled to vote, to be present in person or represented by proxy in order to constitute

a quorum for the transaction of any business from a majority to thirty-three and one third percent (33 1/3%).

Issuance to Sapir

November 14, 2023, the Company issued 11,224 shares of Common Stock to Sapir LLC.

Sapir LLC is controlled by Aitan Zacharin, an investor

relations and financial structuring consultant to the Company who is a party to an amended and restated consulting agreement with the

Company dated April 30, 2020 (the “AZ Consulting Agreement”).

Pursuant to the AZ Consulting Agreement, the Company owed Mr.

Zacharin $127,500 as consulting fee compensation through November 30, 2023 (the “Consulting Fee Compensation”).

the Company granted Mr.

Zacharin $127,500 as discretionary compensation (“Discretionary Compensation”) pursuant to Section

2.1(d) of the AZ Consulting Agreement.

In consideration of the Consulting Fee Compensation and the Discretionary Compensation, the issuance

of shares of Common Stock consisted of (i) 8,017 shares of Common Stock as payment of the Consulting Fee Compensation, and (ii) 3,207

shares of Common Stock as payment of the Discretionary Compensation.

January 30, 2024, the Company received a letter from the staff of the Nasdaq Stock Market confirming that following the receipt of a

an investment of $16.5 million as disclosed in the Company’s current report filed on Form 8-K on January 24, 2024 (i) the Company

has regained compliance with the minimum shareholder equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as

required by the Nasdaq Hearing Panel’s (“Panel”) decision dated April 12, 2023, as amended, and (ii) in application

of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such

If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds that the

Company is no longer in compliance with the Equity Rule, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to

provide Staff with a plan of compliance with respect to such deficiency and the Staff will not be permitted to grant additional time

for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance

period pursuant to Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination Letter and the Company will have an opportunity

to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.

The Company will

have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities

may at that time be delisted from Nasdaq.

is further reported that, in application of Listing Rule 5815(d)(4)(B), the Company is also subject to a mandatory panel monitor in respect

of its periodic filing requirements in Listing Rule 5250(c)(1) (the “Periodic Filing Rule”) for a period of one year from

October 11, 2023.

If, within that one-year monitoring period, the Staff finds the Company again out of compliance with the Periodic Filing

Rule, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to that

deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency,

nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).

Instead, Staff will issue a Delist

Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings

Panel if the initial Panel is unavailable.

The Company will have the opportunity to respond/present to the hearing panel as provided

by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

December 12, 2023, the Company received a letter (the “Notice”) from the Staff informing the Company that because the closing

bid price for the Common Stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company was not in compliance with

the minimum bid price requirement for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given a period of 180 calendar days

from December 12, 2023, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement.

June 11, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)

indicating that (i) the Company did not regained compliance with the Rule within the prescribed time period and is not eligible for a

second 180-day remediation period.

Specifically, the Company did not comply with the $5,000,000 minimum stockholders’ equity initial

listing requirement for The Nasdaq Capital Market under the Equity Standard and (ii) unless the Company requests an appeal by June 18,

2024, of this determination, Nasdaq has determined that the Company’s securities will be scheduled for delisting from Nasdaq and

will be suspended at the opening of business on June 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission

(the “ SEC ”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market

(the “ Delisting Determination ”).

The Company appealed of the Delisting Determination

on June 18, 2024 by requesting a hearing before the Panel to stay the suspension of the Company’s securities.

The hearing panel

date was set for July 25, 2024.

Through the subsequent filing of the Form 25-NSE with the SEC.

On June 27, 2024, the Company effected

a 1-20 reverse stock split, which brought its share price to $8.31, which, in turn, caused the Company to regain compliance with the Minimum

Bid Price Requirement and on July 11, 2024, the company’s closing bid price was in excess of $1 for a continuous 10-day trading

On July 18, 2024, the Company received Nasdaq confirmation that the hearing has been cancelled and the Delisting Determination

has been withdrawn.

can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements.

January 2024 Offering

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

and (ii) the Pre-Funded Warrants to purchase an aggregate of 1,258,490 shares of Common Stock at a combined purchase price of $0.40 per

share of Common Stock for an aggregate amount of approximately $16.5 million.

The Pre-Funded Warrants have an exercise price of $0.0002

per share of Common Stock and are exercisable beginning on May 15, 2024, the date stockholder approval was received and effective, allowing

exercisability of Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised in full.

The aggregate number of

Shares issued to the January 2024 Investors is 349,530 and the aggregate number of Pre-Funded Warrants is 3,775,470.

April 2024 through May 2024, the Company acknowledged and agreed to the entrance into certain warrant purchase agreements (the “WPAs”)

by the January 2024 Investors and 10 purchasers (the “Pre-Funded Warrants Purchasers”) pursuant to which the January 2024

Investors sold all of the 3,775,470 Pre-Funded Warrants to Pre-Funded Warrants Purchasers for an aggregate amount of $18,877,350 in cash.

Issuance to Smartsports

January 23, 2024, the Company issued 10,000 shares of Common Stock to Smartsports LLC.

Smartsports LLC is an investor relations consultant

to the Company who is a party to a consulting agreement with the Company dated January 23, 2024 (the “Smartsports Consulting Agreement”).

Pursuant to the Smartsports Consulting Agreement, the Company agreed to issue and deliver to Smartsports LLC 10,000 shares of Common

Stock as a consulting fee for the provision of investor relations services (the “Consulting Fee Compensation”) and use its

commercially reasonable efforts to prepare and file with the Securities Exchange Commission a registration statement covering the resale

of all of the shares on Form S-1 as soon as is reasonably practicable.

Agile Capital LLC Agreement

On January 10, 2024, the Company entered into an agreement with Agile Capital Funding, LLC (the “Agile Jan

Agreement”) pursuant to which the Company sold $1,460,000 in future receivables to Agile Capital Funding, LLC (the “Agile

Jan Receivable Amount”) in exchange for $1,000,000 in cash.

The Company agreed to pay Agile Capital Funding, LLC (“Agile”)

$52,142.86 each week until the Agile Receivable Amount is paid in full.

In order to secure payment and performance of the Company’s

obligations to Agile under the Agile Jan Agreement, the Company granted to Agile a security interest in all present and future accounts

The Company also agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect

to any of such collateral.

The proceeds from the sale of future receivables were used, in part, to pay the outstanding balance of the

ACF Receivable Amount (as defined below).

Advance Agreement No.1

January 29, 2024, the Company entered into an agreement with Cedar Advance LLC (the “Cedar Agreement”) pursuant to which

the Company sold $1,183,200 in future receivables to Cedar Advance LLC (the “Cedar Receivable Amount”) in exchange for $752,000

The Company agreed to pay Cedar Advance LLC (“Cedar”) $39,440 each week until the Cedar Receivable Amount is paid

In order to secure payment and performance of the Company’s obligations to Cedar under the Cedar Agreement, the Company

granted to Cedar a security interest in the following collateral:

all present and future accounts receivable.

The Company also agreed

not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

Funding Solutions Agreement

March 6, 2024, the Company entered into an agreement (the “UFS Agreement”) with Unique Funding Solutions (“UFS”)

pursuant to which the Company sold $323,350 in future receivables to UFS (the “UFS Receivable Amount”) in exchange for $200,000

The Company agreed to pay UFS $9,798.49 each week until the UFS Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to UFS under the UFS Agreement, the Company granted to UFS

a security interest in all present and future accounts receivable.

The Company also agreed not to create, incur, assume, or permit to

exist, directly or indirectly, any lien on or with respect to any of such collateral.

Advance Agreement No.

April 3, 2024, the Company entered into an agreement with Cedar (the “Second Cedar Agreement”) pursuant to which the Company

sold $438,000 in future receivables to Cedar (the “Second Cedar Receivable Amount”) in exchange for $285,000 in cash.

Company agreed to pay UFS $14,600 each week until the Second Cedar Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to Cedar under the Second Cedar Agreement, the Company granted

to Cedar a security interest in all present and future accounts receivable.

The Company also agreed not to create, incur, assume, or

permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

Advance Agreement No.

April 22, 2024, the Company entered into an agreement with Cedar (the “Third Cedar Agreement”) pursuant to which the Company

sold $481,800 in future receivables to Cedar (the “Third Cedar Receivable Amount”) in exchange for $310,200 in cash.

Company agreed to pay UFS $18,530.77 each week until the Third Cedar Receivable Amount is paid in full.

order to secure payment and performance of the Company’s obligations to Cedar under the Third Cedar Agreement, the Company granted

to Cedar a security interest in all present and future accounts receivable.

The Company also agreed not to create, incur, assume, or

permit to exist, directly or indirectly, any lien on or with respect to any of such collateral.

Company operates in the sports equipment and technology business.

The Company is the owner of the Slinger Launcher, which is comprised

of a portable tennis ball launcher, a portable padel tennis ball launcher and a portable pickleball launcher and Gameface, providing

AI technology and performance analytics.

inception to date, we have been focused on the ball sport market globally.

Our first product, the Slinger Bag Launcher, is a patented,

highly portable, versatile and affordable ball launcher built into an easy to transport wheeled trolley bag.

ball machines have been around since the 1950’s when they were introduced by Rene Lacoste.

Improvements to performance were made

in the 1970’s when Prince started its tennis business on the back of its first product – Little Prince – which was

a vacuum operated ball machine.

In the 1990’s the first battery operated machines came to the market and since that time very little,

if anything, has changed in the structure of ball machines products outside of added computerization.

Typically, the machines being marketed

by traditional ball machine brands are large, cumbersome and awkward to operate.

They are also generally expensive – often well

$1,000 compared to the entry price of $600 for a Slinger Bag Launcher.

We believe that up until the introduction of the Slinger

Bag Launcher, the majority of traditional tennis ball machines were sold to tennis facilities, institutions and tennis teachers, with

only a few being sold directly to tennis playing consumers.

May 15, 2024, the Company held its 2024 annual general meeting of stockholders at which the following items were approved:

nominations of Mike Ballardie, Yonah Kalfa, Kirk Taylor, Stephen Crummey, and Rodney Rapson for election as directors at the Annual

Meeting until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified.

appointment of Olayinka Oyebola & Co.

to continue as our independent registered public accounting firm for the fiscal year ended

April 30, 2024.

approval of the issuance of shares of our common stock pursuant to that certain Share Exchange Agreement dated March 18, 2024 (the

“Exchange Agreement”) among the Company, Mr.

Hongyu Zhou (the “YYEM Seller”), and Yuanyu Enterprise Management

Co., Limited (“YYEM”), in exchange for 50% of the issued and outstanding ordinary shares of YYEM.

The Exchange Agreement

is a part of a transaction between the Company, YYEM Seller, and YYEM, whereby the Company agreed to purchase a total of 70% of the

issued and outstanding ordinary shares of YYEM by entering into a share purchase agreement (the “Purchase Agreement”)

and the Exchange Agreement as described in the Company’s Schedule 14A filed on May 2, 2024.

Upon the closing of the Acquisition,

YYEM Seller will be issued the number of Exchange Shares equal to 82.4% of the Company’s issued and outstanding shares of common

stock immediately following the closing of the Acquisition, and Connexa stockholders as of immediately prior to the closing of the

Acquisition will retain the balance of approximately 17.6% of such outstanding shares.

amendment to the Company’s certificate of incorporation to increase the authorized shares of its common stock from 300,000,000

shares to 1,000,000,000 shares.

approval of an amendment to the Company’s certificate of incorporation to authorize a reverse stock split of its common stock

within a range of 1-for-10 to 1-for-100, with the Board of Directors of the Company to set the specific ratio and determine the date

for the Reverse Stock Split to be effective.

approval of the separation of the Company’s “Slinger Bag” business and products and the transactions contemplated

by the separation agreement related to the transaction contemplated by the Exchange Agreement (the “Share Exchange Transaction”)

Once the Share Exchange Transaction is closed, the current board of directors of the Company will resign and will appoint YYEM’s

slate of directors to the board, which will effect of a change of control of the Company, and the current business of the Company,

including its liabilities, will be spun off and sold to a company to be owned and controlled by Yonah Kalfa, the founder of the Slinger

Bag business and an officer and director of the company, and Mike Ballardie, the Company’s current chief executive officer

and director.

The Company’s current shareholders will not have a participation in the Slinger Bag business from the date of

the closing of the Share Exchange Transaction and onward.

approval of the amendment to the exercise price of the Warrants held by Morgan Capital LLC to $3.20 per share.

approval of the issuance of shares of Common Stock to certain investors party to the Company’s securities purchase agreements

entered into in January 2024 when the Company received an investment of $16,500,000 in cash in exchange for the issuance and sale

to each Investor of (i) 116,510 shares of the Company’s common stock (the “Common Stock Shares”) and (ii) pre-funded

warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,258,490 shares of the Company’s common stock

(the “Pre-Funded Warrant Shares”) at a combined purchase price of $4 per share of our common stock for an aggregate amount

of approximately $16.5 million.

The Pre-Funded Warrants have an exercise price of $0.0002 per share of Common Stock and became exercisable

on May 15, 2024 allowing exercisability of the Pre-Funded Warrants under Nasdaq rules until the Pre-Funded Warrants are exercised

The aggregate number of Common Stock Shares issued was 349,530 and the aggregate number of Pre-Funded Warrant Shares to

be issued is 3,775,470.

approval of the issuance of 47,116 shares of Common Stock to Yonah Kalfa.

As previously disclosed on the Current Report on Form 8-K

furnished with the SEC on September 9, 2020, the Company entered into a service agreement dated September 7, 2020 (the “YK

Employment Agreement”) with Yonah Kalfa, the Company’s chief innovation officer and a member of the Company’s Board.

Pursuant to Sections 2.1(a) and 2.1(b) of the YK Employment Agreement, the Company owed Mr.

Kalfa $1,137,000 in salary (the “Salary

Compensation”) through January 31, 2024.

The Company was unable to pay Mr.

Kalfa any of the compensation in cash and, given

Kalfa’s extraordinary contribution to the Company, pursuant to Section 2.1(b) of the YK Employment Agreement, the Company

agreed to pay $1 million of the $1.137 million owed (with Mr.

Kalfa waiving the right to receive the $137,000 balance) via an issuance

of shares of Common Stock as memorialized by that certain Deferred Payment Conversion Agreement with Mr.

Kalfa, dated January 20,

2024 (the “2024 Agreement”).

The 2024 Agreement sets forth the price per share of the shares to be issued (267,380), the

number of shares to be issued using that price ($3.78), and the amount due to Mr.

Kalfa through January 31, 2024.

Due to administrative

delays, the Company did not issue the shares in January 2024.

Rather, on March 15, 2024, the Company issued 220,265 shares of Common

This is the amount of stock owed for a $1 million payment at a conversion price of $4.54, which was the closing price of the

Common Stock on March 13, 2024 (and a higher price than the closing price on March 14, 2024).

approval of the issuance of 50,000 shares of Common Stock to each of Yonah Kalfa, Mike Ballardie and Kirk Taylor and 25,000 shares

of common stock to each of Rodney Rapson and Steven Crummey, our directors, for their services and extraordinary contribution to

approval of the issuance of 16,750 shares of Common Stock to each of Juda Honickman, the Company’s chief marketing officer,

and Mark Radom, the Company’s general counsel, for their services and extraordinary contribution to the Company.

approval of the amendment of the 2020 Slinger Bag Inc.

Global Share Incentive Plan to make an additional 1,500,000 shares of the

Common Stock available for the issuance of awards under the plan.

June 27, 2024, the Company effected a 1-20 reverse stock split.

No fractional shares were issued in connection with the reverse stock

split and all such fractional interests were rounded up to the nearest whole number of shares of common stock.

All references to the

outstanding stock have been retrospectively adjusted to reflect this reverse split.

the next five years, we believe that there will be a significant increase in demand from sports consumers for AI (artificial intelligence)

technology that will play an integral role in supporting their enjoyment of their chosen sport through personalized insights and analytics

and associated self-coaching tools.

the course of the next twelve months, we will be focused on reaching the global tennis, padel tennis and pickleball communities as our

primary target markets.

The ITF cites the global tennis market as having 80 million active participants, with many million other consumers

being acknowledged as avid fans of the sport.

Pickleball is now widely recognized as the fastest growing sport in the United States with

over 5 million regular players and Padel Tennis is also seeing significant participant growth throughout Europe and South America primarily.

Currently it is estimated that there are up to as many as 10 million Padel players globally.

In addition, we will also be looking to

introduce to the Tennis market an upgraded Tennis Launcher and towards the latter end of the year we aim to be in a final test phase

of our Baseball / Softball Launcher consumer testing, as we see this market as a significant future growth opportunity.

Manufacturing

and Distribution

of the Slinger Bag Launcher is based in southern China.

We are engaged with 10 individual part suppliers, and all of these parts come

together at our contracted assembly facility in Xiamen, China, where the Launchers are assembled and quality control checked before being

processed for global distribution.

manufacturing capacity is estimated at approximately 5,000 units monthly.

This capacity will be shared across our three Slinger Bag

Launcher products– tennis, pickleball, and padel.

The pickleball product was introduced to the market in March 2023 and has

been well received in the Pickleball community and is currently selling at a rate of around 300 units per month.

In June 2023, the

company introduced its Padel Tennis Launcher under a global distribution agreement with Desarrollo y Promocion de Padel S.L.

January 2024, reworking and production modifications to the Padel Launcher were required following the discovery of issues relating

to the plastic padel court fibres, typically found inside the Padel Court environment, that were becoming ‘melted’ to

the firing wheels of the launcher causing intermittent ball launching issues.

The company worked together with our vendors and the

team at Desarrollo y Promocion de Padel S.L to retro fit both a fix and developed a long-term launcher enhancement that eliminates

the potential for this issue to re-occur.

Unfortunately, this issue resulted in a short-term consumer confidence issue that impacted

the delivery of the 2024 minimum volumes.

developing our Slinger Bag tennis, pickleball and padel launchers, we have designed the three products that share many common parts.

We expect this to aid efficiency of the production process.

have engaged an independent and experienced vendor management company to manage all of our production activities, our quality control

process and quality assurance activities, both across our individual vendor partners and at the assembly facility.

These processes have

been developed together with the Company with a goal of producing consistently high-quality and high performing products.

have created a global distribution network, and all shipments of our products made to distributor markets outside of the United States

and Canada are shipped free-on-board (“FOB”) from Xiamen, China, at which point they enter into the ownership of the distributors

and become their responsibility.

South American distributors are sometimes serviced from our US warehouse locations and European distributors

continue to be able to place replacement orders through a small third-party distribution facility located in Rotterdam, Netherlands.

Additionally,

we ship our Slinger-Dunlop co-branded tennis balls produced by Dunlop (the largest global supplier of tennis balls) to the United States

to be sold via our e-commerce platform or directly from source to our distributor network for further distribution around the world.

is a software-as-a-service company and, as such, has no direct procurement or supply chain requirements.

Bag Launchers for tennis, pickleball and padel

introducing the Slinger Bag Launcher, we saw an opportunity to disrupt the traditional tennis market.

Through until March 2023 Slinger

Bag has been a single product company marketing its Tennis Launcher for tennis players of all ages and abilities.

Currently, approximately

70% of Slinger Bag Tennis Launcher revenues are generated through our direct-to-consumer strategy in North America.

We operate a third-party

distributor structure in all markets outside of North America.

Distributor partners have exclusive territories and / or product categories.

We endeavor to partner with distributors who have a recognized background within the tennis, pickleball or padel industries for their

respective market, along with them having the requisite financial capacity and service infrastructure to grow the Slinger Bag brand through

a similar go-to-market strategy as is operated directly by the Slinger Bag business in North America.

All distributors purchase Slinger

Bag Launchers at a discounted distributor pricing structure, which is considerably lower than the US consumer price, and are responsible

for placing their product orders up to 3 months in advance of their delivery requirement.

As part of this distributor program, in April

2023 we appointed a global distribution partner for Padel Tennis - Desarrollo y Promocion de Padel S.L., a division of Manza Sport based

in Valencia, Spain – a company that has over 20 years of experience in the global Padel market as a leading supplier of Padel courts.

United States market will remain predominantly a direct-to-consumer market for Slinger Bag for all sport verticals.

the largest tennis and pickleball market in the world with 17.4 million tennis players and over 5 million pickleball players, the United

States is a key market both to establish the Slinger brand and to drive demonstrable growth.

Direct-to-consumer e-commerce sales are

further supplemented by one or more third-party internet sites focused on either the tennis or the pickleball market.

The Unites States

market is served by third-party logistics facilities in West Columbia, South Carolina and Reno, Nevada, which are operated by two of

our logistics partners.

All end consumer service support is currently managed by a small service team based in Canada.

All distributor

partners are managed and supported by our distributor manager located in the United States of America.

will provide the consumer with access to analytics data through a sport specific automated AI platform that analyzes and extracts

data from uploaded consumer or team videos.

Gameface has successfully launched this technology previously in Cricket in Australia

and in April 2024 introduced the Slinger App for tennis – currently available via the Apple App or Google Pay stores.

Slinger App for tennis is both freemium and subscription based.

Users can access basic functions free of charge and then have

subscription options based on either monthly or annual rates.

Slinger App for tennis will form the foundation for further adaptation of this technology for other racquetsports, baseball, cricket

and other sports verticals – all under the Slinger brand name.

Gameface’s core capabilities are delivered through a compatible single camera or smart phone,

which allows us to build scalable solutions for the sports market without relying on specific hardware or camera types.

envision Gameface as a product and technology that will be at the heart of ‘powering’ the Slinger portfolio of brands.

also see Gameface technology as a driver of real-time data and analytics for Slinger’s core sport focus – across all racquetsports,

baseball and cricket – coupled with partnerships with external brands and other strategic partners for its applications for all

other sports, outside of these core categories.

initially focused its technology on the cricket and soccer markets, where it has built an automated platform to extract various data

points from live and archived match footage.

The Gameface team has been dedicated over the last 18 months to building its technology

to deliver performance insights in tennis.

Following the successful launch of the Slinger App for Tennis, Gameface plans to revisit the

cricket vertical and enhance its technology offering based on the advances made in its tennis AI, which will broaden and deepen its reach

across the cricket world.

In late 2024 and going forward, Gameface expects to dedicate resources to baseball analytics and identifying

strategic partners for other high-profile team sports such as basketball and soccer.

We also intend to license technology to validated

global partners in sports verticals that remain non-core to Slinger with the aim to become the recognized leader in sports AI globally.

Brand Marketing

focus remains on delivering its core vision to become a SaaS (Service-as-a-Sport) provider to its core sports verticals of racquet

sports, baseball and Cricket.

This vision is delivered through its Watch, Play, Learn strategy, built around the Slinger Bag

Launcher and the Slinger App for each sport vertical.

the go-to-market strategy for Slinger Bag focused on its core North American market as a direct-to-consumer business e-commerce brand,

all in-house marketing activity and advertising media is centered around a consumer push to the Slinger Bag e-commerce platform at https://www.slingerbag.com/

and then working to convert brand or product interest to purchases.

Based on our target demographic, our marketing focus centers around

three core marketing pillars:

digital advertising;

influencers and brand ambassadors.

Our marketing efforts also engage our core consumers

through targeted social media platforms such as Facebook, Google, Instagram and You Tube.

considering our demographic data for tennis, pickleball and padel our digital advertising spend is focused mainly toward Facebook and

Google platforms.

addition to our paid marketing activities, Slinger Bag relies on the expertise of our small internal team to build out a network of ‘followers’

across various social media platforms – mainly Instagram, Facebook, You Tube and LinkedIn.

Slinger Bag has significant numbers

of its consumers who are avid fans of our brand and who are fully engaged in generating Slinger Bag related social media content through

their own means.

inception, Slinger Bag has built up a base of approximately 100,000 users of Slinger Bag.

Through our acquisition and retained interest

in Foundation Sports we have access to Foundation’s database of over 500,000 avid tennis players.

We use email marketing to engage

with this group several times per annum in order to generate additional sales interest.

This core group is also now very important as

a core target consumer market for our recent introduction of our Slinger Tennis App.

Slinger Bag brand ambassador team has, historically, been integral to the overall brand marketing strategy through their support of

our product and by creating and sharing their user content, representing themselves as affiliated with the brand and through their

personal appearances at events, tournaments, etc.

All ambassador

arrangements have now terminated prior to the date hereof, which means that we are now only engaged with tennis

ambassadors on an ad-hoc use basis.

ambassadors are now also being identified for both Pickleball - across the United States of America, and by our exclusive Padel

distributor for the global Padel market and are expected to be in place and active over the coming months.

of our core marketing strategy, Slinger Bag has taken advantage of numerous opportunities to partner with key brands in the tennis,

pickleball and padel spaces and/or to advertise at key tennis, pickleball and padel related events.

Additionally,

through our management team’s close association to the general racquetsports industry, we have been able to provide many

professional players with a Slinger Bag Launcher for their personal use across all sports.

These arrangements were non-contractual product seeding

opportunities.

Players have occasionally posted on social media about their use of the Slinger Bag Launcher, which, based on their

significant social media followings, have supported the growth of the Slinger Bag brand awareness.

support the Slinger Bag marketing program, we have engaged the following agencies:

Venture Media Group, a New York based PPC (pay-per-click) agency whose work is grounded in

scientific analysis of consumer data and consumer trends.

Ad Venture Media leads all of our

paid digital and social media advertising activities for Slinger Bag on a performance-based

fee structure.

We are experiencing consistent ROAS (Return On Ad Spend) of 10X+

have partnered with various organizations to manage an affiliate marketing program geared towards US-based

teaching professionals, players, juniors and events, in the United States tennis and pickleball markets.

This target market is provided

with unique affiliate marketing links and encouraged to create content and to share it on their social media accounts and in other

such communities that they are connected to, in order to receive an affiliate marketing fee based on revenues generated by consumers

purchasing Slinger Bag products attributable to them, via their direct link.

local country distributor, as well as our global padel distribution partner are also conducting their own Slinger brand marketing program.

All efforts in this regard are aimed at

reaching the avid tennis, pickleball and padel players directly and are focused on ensuring that the Slinger Bag brand message is consistent around the

Slinger Bag supports all of its brand distributors with full access to all of the company’s marketing partners, brand

assets, as well as with direct contact to our internal marketing team.

marketing budget is primarily funded by, or determined in accordance with, the distributor partner and is linked to the distributors

annual purchase objectives.

Each distributor executes local grassroots programs, including demonstration days, local teaching pro partnerships,

specialist tennis network communications, providing Slinger Bag product locally as necessary to the local market key influencers across

tennis, pickleball and padel to further increase the intensity of the influencer effort and broaden consumer awareness.

Typically, we

support these activities with either discounted products or certain quantities of free products.

Distributor marketing budgets are allocated

to Google, Facebook, Instagram, YouTube and other relevant websites or platforms in their region, and several are supported, approved

and /or overseen by AdVenture Media Group where applicable.

Brand Partnerships

Bag believes that building strong strategic partnerships across all of our sports underpins the credibility and awareness of the Slinger

As such, we currently have several strategic partnerships that emphasize this.

We believe these partnerships provide us significant

levels of brand exposure and credibility driving mutually beneficial marketing campaigns aimed at reaching avid tennis players globally.

of such partners announced and active include:

We have entered a strategic partnership with one of the most iconic tennis brands in the world, Dunlop, for the supply of co-branded

Slinger-Dunlop tennis balls across the globe.

Burwash International:

An organization providing coaching and tennis services to high-level, high-quality hotels, resorts and tennis

facilities across the globe.

In partnership with our European distributor, Dunlop, Slinger Bag is the official tennis ball launcher of the Tennis Europe

organization.

Tennis Europe provides a platform for 60,000 aspiring junior tennis players to compete in age-group categorized events.

a similar vein, we are looking to deliver partnerships for the co-branded supply of Pickle Balls and Padel Tennis Balls.

are currently no direct competitors with products that are similar to the Slinger Bag Launcher, based on its affordability and tennis

bag functionality.

There are, however, other companies that market traditional tennis ball machines, including the following brands:

Titan Ball Machines

Sports – Tennis, Pickleball and Padel

Tutor - Tennis, Pickleball and Padel

are currently no competitors for our cricket and tennis AI analytics product that are similar to the cricket technique analysis app or

the Slinger app (currently in beta testing), based on functionality and affordability.

are, however, other companies that offer analytics using AI across different sports and at different levels, including Track160 (football),

Second Spectrum (basketball), Hawk Eye (tennis/football/cricket), Swing Vision (tennis), Home Court (basketball), and Golf Boost Ai (golf).

have applied for international design and utility patent protection for our main three products:

Slinger Launcher, Slinger Oscillator

and Slinger Telescopic Ball Tube.

Our utility patents have been applied for in all key markets including the US, China, Israel, Canada,

Japan, Hong Kong, Australia, and EU, and granted in US and China.

Our design patents have been applied for and granted in US, China,

EU, United Kingdom, Canada, Israel, and Japan.

Trademark protection has been applied for and/or received in the following countries:

Arab Emirates*

protection is pending.

addition we are currently in the application process for up to 12 novel innovations that are patentable as part of our planned marketing

introduction of a Slinger Baseball Launcher in 2025.

are engaged in ongoing efforts to register more trademarks across an expanding list of products, services and applications, which are

in various stages of the registration process.

own the rights to its www.connexasports.com/ www.slingerbag.com and https://gameface.ai domains and other associated and

derivative domains.

is currently working to prepare AI-related patent applications, which are expected to include the United States, EU, China, Japan, India

and Australia.

expect to experience minor fluctuations in aggregate sales volume during the year.

We expect revenues in the first and fourth fiscal

quarters to typically exceed those in the second and third fiscal quarters.

However, the mix of product sales across our group may vary

considerably from time to time as a result of changes in seasonal and geographic demand for tennis and other sports equipment and in

connection with the timing of significant sporting events, such as any Grand Slam tennis tournament and, over time, other sports competitions

and in relation to new product market launches.

and Effects of Complying with Environmental Regulations

forth below is a detailed chart of all our Product Certifications for key global markets covering battery, remote control (radio wave),

and power charger.

In addition, within the United States, we comply with the required California 65 regulations in respect to the materials

used in the construction of its trolley bag.

the Slinger Bag Launcher and the Slinger Oscillator meet all the United States government requirements for electrical, radio wave and

battery standards, as well as having all necessary and required certifications to facilitate global marketing and sales of these products.

and Development

Bag is working with our vendor management partner, Stride Innovation, and our China based vendors to produce ball launchers for new market

segments, such as Pickleball, Padel and Baseball/Softball.

These efforts are collaborative and based on a detailed product brief and

in-depth market and consumer research for each product category.

The development timetable of the Slinger Bag Launcher for the new market

segments from concept to market launch is approximately 18 months and includes at least 2 rounds or in-market field testing.

are currently field testing our new our Baseball / Softball launchers, which are expected to be introduced to the market in 2025.

plan to introduce similar transportable, versatile and affordable ball launchers for cricket and other ball sports over the course of

the next three years.

regard to development of our pending performance and analytics app, the development team of Gameface has

completed the initial work on the Slinger App for Tennis and the Slinger App is now available to consumers via the Apple App or Google

The Gameface team will continue to enhance the app functionality based on a structured roll-out of new features and we aim

to have the Slinger App for Tennis with all planned features fully operational by end of 2024.

Gameface team will be enhanced with new team members over the balance of 2024 and will be provided with the resources necessary to develop

similar apps for Pickleball, Padel, Baseball and Cricket.

control is a critical function within our company.

a relatively new brand in the market, our business enterprise success will in part dependent on the quality and consistency of our products.

Slinger Bag has engaged Stride-Innovation, a company with in-depth experience working with ball sport companies such as ours, has the

knowledge, resources and 20 years of experience in working with Chinese vendors of sports equipment.

partnership, together, we have created and documented quality guidelines, testing procedures and warranty processes.

We have implemented

an agreed quality audit process for all product parts being received and used by our product assembly vendor.

All products go through

a rigorous, statistically validated quality control testing approval process before being confirmed as available to be released for shipment

to one of our distribution centers or to any of our distribution partners.

offer a limited warranty with all purchases in accordance with local market statutory regulations.

Bag works only with and through third-party suppliers.

Slinger Bag has a formal supply of service agreement in place with our vendor

management partner, Stride-Innovation, for a wide range of support and services.

We have a written agreement in place with our main assembly

vendor partner, Xiamen Ruicheng Industrial Design Co., Ltd.

Stride-Innovation

quality control teams regularly visit each of our vendor facilities and monitor production, employee conditions and welfare, and undertake

quality control testing.

We do not utilize or condone the use of child labor of any kind in the production of our products.

at the date of this report, we have 8 full-time employees spread across Israel, USA, Australia and the UK.

Management believes its

relations with employees is good.

We also hire part-time employees, engage consultants and outsource services e.g.

service, QA & QC to professional partner organizations in order to support our operations as needed.

principal office is located at 2709 N.

Rolling Road, Suite 138, Windsor Mill, Maryland 21244.

We entered into a lease for use of office

space at this location effective September 1, 2019.

This location is owned by Zeek Logistics, which is a company owned by Yonah Kalfa,

who is a director, Chief Innovation Officer, and our largest shareholder.

We do not pay any rent or fee to use this location.

impact of the Ukraine war has been limited on the Company with the direct impact being seen through those distributors bordering the

war zone who have seen a significant decline in demand.

– no direct impact seen on this business to-date.

impact of the Israel-Hamas war has been limited on the Company with the direct impact being seen through less sales in Israel.

– no direct impact seen on this business to-date.

financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge its

liabilities in the normal course of business for the foreseeable future.

We have an accumulated deficit and more losses are anticipated

in the ongoing development of the business.

Accordingly, there is substantial doubt about our ability to continue as a going concern.

These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and

classification of liabilities that might be necessary should we be unable to continue as a going concern.

ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or being able to obtain

the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or

private placement of debt and/or common stock.

can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds

will be available from external sources such as debt or equity financings or other potential sources.

The lack of additional capital

resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us to curtail

substantially or cease operations and would, therefore, have a material adverse effect on its business.

Furthermore, there can be no

assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant

dilutive effect on our existing stockholders.

the Company’s fiscal quarter ended January 31, 2023, the Company divested PlaySight and 75% of its interest in Foundation Sports

as the required monthly cash burn became increasingly difficult to manage as inflation rose and the cost of manufacturing the Company’s

non-technological products grew.

As a result, the Company sold PlaySight back to its original owners of in November 2022, and the Company

sold most (75%) of Foundation Tennis back to their original owners, with an option to purchase any remaining interests.

The Company believes

these divestitures will bring about greater cash flow and result in a reduction in net loss from operations.

intend to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues,

with interim cash flow deficiencies being addressed through additional equity and debt financing.

We anticipate raising additional funds

through public or private financing, strategic relationships or other arrangements in the near future to support its business operations;

however, we may not have commitments from third parties for a sufficient amount of additional capital.

We cannot be certain that any

such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability

to continue its operations.

Our ability to obtain additional funding will determine its ability to continue as a going concern.

to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance,

results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors

through bankruptcy proceedings, or otherwise.

Furthermore, additional equity financing may be dilutive to the holders of shares of our

common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise

additional funds, and may require that we relinquish valuable rights.

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 (“YYEM Seller”) for a combined $56 million (the “Acquisition”).

$16.5 million

of this amount was paid in cash on March 20, 2024, pursuant to the Purchase Agreement to acquire 20% of YYEM.

November 21, 2024, following The Nasdaq Stock Market LLC’s (“Nasdaq”) approval of the new listing application

submitted to it in connection with the Acquisition, the Company completed the purchase of 5,000 ordinary shares of YYEM,

representing 50% of the issued and outstanding ordinary shares of YYEM, for 8,127,572 newly issued shares of the Company’s

common stock, par value $0.001 per share (the “Common Stock”) to the YYEM Seller, representing 55.8% of the issued and

outstanding shares of Common Stock as of the date of the closing (the “Share Exchange Transaction”).

As an inducement to the Company to complete the Acquisition,

YYEM agreed, pursuant to the Exchange Agreement, to make several installment payments to the Company totaling $5,000,000 in aggregate.

As part of the transaction, the Company agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established

Florida limited liability company called J&M Sports LLC (“J&M”), which is owned by Yonah Kalfa, former Chief Innovation

Officer and director of the Company;

Mike Ballardie, former President, Chief Executive Officer, Treasurer and director of the Company;

Juda Honickman, former Chief Marketing Officer of the Company;

and Mark Radom, former general counsel and Secretary of the Company.

November 21, 2024, the Company entered into a separation and assignment agreement (the “Separation Agreement”) with J&M

to sell, transfer, and assign all or substantially all of its legacy business, assets, and liabilities related to or necessary for the

operations of its “Slinger Bag” business or products (the “Legacy Business”) to J&M, in consideration for

Pursuant to the Separation Agreement, J&M obtained the sole right to and assumed all the obligations of the Legacy Business

and is liable to the Company for any losses from third-party claims against the Company that arise from liabilities related to the Legacy

Business (the “Separation”).

As a result of the completion of the Acquisition, on November 21, 2024, the Company’s directors

and officers resigned from their positions on November 21, 2024.

On November 19, 2024, prior to the resignation of all of the directors

of the Company, the Company’s Board of Directors (the “Board”) appointed five new directors, with such appointment taking

effect on November 21, 2024 upon the closing of the Acquisition.

YYEM became the Company’s sole operating subsidiary.

Technology Licensing

in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector.

mission is to empower global connections through innovative matchmaking technology.

Through YYEM, we own advanced patents and other

proprietary technology which we license out, and we are using this intellectual property to develop an AI-powered matchmaking

platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific

markets and cultures.

We believe our pioneering technology has the power to transform the matchmaking industry, leading to greater

success for our licensees and their clients, and ultimately leading to more people finding successful life partnerships.

YYEM company was founded on the principle that love is universal but dating and marriage customs vary widely across cultures.

providing highly relevant patents, and a flexible, customizable matchmaking app framework, we aim to enable our partners to develop

matchmaking services that resonate with local users while benefiting from our advanced matching algorithms, safety features, and

engagement tools.

possess six technologies related to the metaverse and five AI matchmaking patents, which together enable access to both Augmented Reality

(AR) and eXtended Reality (XR), enhancing our future revenue growth potential in the online matchmaking segment.

Our AI technology is

also designed to integrate with existing Big Data models and other larger AI models, such as Huawei Pangu, Baidu 6 Wenxinyiyan, Alibaba

Tongyi, and Tencent Hunyuan.

Through interrogating and analyzing available Big Data, our intellectual property aims to support the identification

of our licensees’ target subscriber base, while providing subscriber profile analysis and connecting to our AI matchmaker platform,

all with the goal of helping our licensees deliver effective matchmaking services both online and in person and helping their clients

find successful life partnerships.

revenue model is based on licensing fees with our partners, which we intend to bolster through the development

or acquisition of additional patents.

aim to pioneer a new approach to matchmaking.

Our strategy is built on three core pillars:

Technological

We will invest in R&D, predominantly through our relationships with our trusted outsourcing companies, to become a leading

supplier of matchmaking technology.

Our AI-powered matching algorithms, advanced safety features, and engagement tools will be designed

to create meaningful connections while prioritizing user safety and authenticity.

Adaptability:

Our platform is being built with flexibility in mind, allowing partners to easily customize the user experience and features

to align with local cultural norms and preferences.

This approach will better ensure that each app feels native to its market while benefiting

from our global expertise.

We plan to offer our partners support, including technical integration, marketing strategies, and ongoing optimization.

Our success will be tied to the success of our partners, creating a symbiotic relationship that will help to drive innovation and growth.

believe that by enabling our partners to customize our AI-powered platform for local preferences and practices, each app can present

a unique value proposition to its respective target user base.

features of our technology, offered now or in development, include:

matching algorithms that learn and improve based on user behavior and feedback;

capabilities for more natural meetings in cyberspace;

safety features, including photo verification, message filtering, and real-time moderation;

tools such as virtual events and video chat integration;

monetization options to suit different market needs;

analytics and reporting to help partners optimize their apps.

team has a strong track record in both matchmaking technology and international business.

We intend to leverage this expertise not only

to improve our core technology but also to offer our partners help in navigating the complexities of launching and growing matchmaking

apps in diverse markets.

ahead, we see promising opportunities for growth as more people around the world embrace technological assistance with matchmaking, particularly

AI-driven assistance.

By empowering local entrepreneurs and established companies to create culturally relevant matchmaking apps, we

believe we will expand our reach and impact far beyond what we could achieve with a single, global app.

We generated royalties of $12.8 million in our financial year ended April

Our operating subsidiary, YYEM, is also developing a social networking

vertical to create and sell content to TikTok for its users in the Middle East and North Africa (the “MENA region”), which

we anticipate 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.

Under a Multi-Channel Network (MCN) agency services agreement signed with TikTok in February 2025,

YYEM will procure the production of content to be live-streamed or served as videos to TikTok’s multitude of users in the MENA region.

This is expected to include engaging broadcasts across various categories, such as sports, gaming, and lifestyle topics, produced by popular

Twitch hosts and other influencers within the network that YYEM is developing.

We anticipate that YYEM’s new vertical will also

include live-streaming, voice chat rooms, gaming, and influencer-driven user-generated content.

The fees generated by this arrangement

with TikTok will depend on the rate of conversion by TikTok end-users.

global online dating market is worth multiple billions of dollars annually, with most estimates of dating app revenue being between $6

billion and $9 billion in each of 2023 and 2024.

Global growth is forecast to be between 6% and 9% per year through the rest of the decade.

A disproportionate amount of this revenue is generated by a few public companies in the United States (most notably Match Group), where

the market is mature, technology is well integrated in people’s lives, and penetration rates are high.

through YYEM, has focused its efforts on building relationships with clients focused on markets outside North America, where the

competition is more dispersed, penetration rates are lower, and the room for growth is greater.

We are not aware of any competitor

technology companies that specialize in providing technology to online dating companies as we do.

the Asia Pacific region (in this case, Japan, Hong Kong, and Southeast Asia), there is a wide diversity of opportunity.

urbanized hubs in Japan and Singapore, as well as parts of Thailand and the Philippines, have relatively high app adoption among

young adults.

Japan’s cultural dynamics, with ritualized dating norms, relatively late marriages, and heavy smartphone use,

help to create a sizable paying user base.

Hong Kong is a high-connectivity market, as well, with near-universal internet and mobile

usage, which supports app adoption, although the absolute market is small due to the population size of the territory.

time, Southeast Asia also has many less-urbanized areas with lower smartphone usage and fewer opportunities for monetization per

These areas, however, have strong growth potential because the population will generally connect to the internet almost exclusively

through their phones rather than through computers, fostering mobile-first social behavior and increasing comfort with apps of all

kinds, and because the proportion of youth in its population is typically higher.

(including the UK) is a mature market with broad app awareness.

Culturally, Europe is generally more similar to the United States than

Asia is, enabling the major U.S.-based players to gain market share more easily.

The penetration rate among urban 18- to 34-year-olds

is high, comfortably exceeding 10% in numerous jurisdictions, which provides a solid base for monetization but translates into lower

projected growth rates.

Online dating companies must contend with strict data privacy regulation in Europe, which requires greater expenditure

but arguably bolsters the long-term prospects of the market, given the trust it engenders.

Africa is far smaller in scale than either Asia Pacific or Europe, but its growth prospects are promising.

South Africa’s

online dating app market generated just over $200 million in revenue in 2023, but generally monetization is harder elsewhere in the

region, with low average revenue per user.

Mobile internet access and smartphone ownership are rising fast but still are

substantially lower than global averages, which constrains absolute penetration of dating apps despite strong potential interest in

urban youth segments of the societies.

Given the low established base, growth prospects are significant, with important factors

being localization (with cultural and religious conservatism impacting product design) and low cost (given the economic challenges

associated with operating in developing economies).

cultural and religious conservatism prevalent in parts of Sub-Sharan Africa stands in contrast with the more secular traditions of

much of Europe.

Europe’s culture of individualism stands in contrast with Asia Pacific’s emphasis on societal values.

The need for advanced features to gain traction in a mature market such as Europe stands in contrast with the need for the more

basic, low-cost model needed for Sub-Saharan Africa.

and Strategies

Directors believe that our success is attributable to, among other things, the following competitive strengths:

proprietary technology :

Underpinning our business is a portfolio of patented proprietary technology that incorporates artificial

intelligence and metaverse technology.

Our AI technology helps our licensees to identify potential customers, match customers

with potential partners, and screen out malicious actors, while our metaverse technology brings our licensees closer to the next

stage of connectivity:

dating in cyberspace.

adaptability :

Our business is focused on enabling our partners to easily customize the user experience and features of their

customer-facing products to align with local cultural norms and preferences, which we believe provides our partners, and by extension

us, a competitive advantage over large international players, who may have greater resources and larger scale but often deploy a

one-size-fits-all approach that fails to respect local sensitivities and resonate with different populations.

partnerships :

Our business is built to serve local partners who understand local markets.

While we strive to ensure the long-term

success of these partners, our license agreements provide for fixed payments, which provides greater predictability of financial

results by insulating us from the vagaries of the consumer-facing market.

goal is to become a leading provider of technology to online dating companies around the world.

To this end, we plan to carry out, or

are in the process of carrying out, the following strategies:

of core technologies :

Continue iterative development of the Company’s core technology offering, refining existing technology,

extending the capabilities of the technology, and acquiring or developing new patents and other IP to add to the Company’s

technology offering.

Consider expansion to Mainland China, where the penetration rate of online dating apps is reported to be roughly a

third of that in the United States, presenting a strong growth opportunity in a familiar market.

Capitalize on the next version of the worldwide web, known as Web3.

The Company believes its technology, with its AI

component and its focus on the metaverse, is particularly well suited to the coming Web3 era, which will also involve blockchain technology

and so-called tokenomics, areas that the Company intends to leverage either itself or through tools provided to customers.

Diversification

of revenue streams :

The Company has recently launched a new vertical centered on social networking applications to diversify

its revenue streams.

We intend to build out this vertical while considering additional sources of revenue to further diversify our

revenue streams.

and Marketing

is a business-to-business, or B-to-B, player, licensing its technology to companies who understand the retail market in their respective

Currently, our Company, through YYEM, has three main licensees covering distinct geographic regions:

one based in Hong Kong

for rights to use the IP in Japan and South Korea among other locations;

one in the UK for rights to use the IP in the UK and Europe;

and one in the USA for rights to use the IP in Sub-Saharan Africa.

Each of these licenses is incorporating or has incorporated the Company’s

technology into its own product offerings.

We rely principally on YYEM’s reputation in business circles, particularly in the online

dating ecosystem, and do not actively market YYEM’s brand or technology to retail customers.

YYEM Approach

this stage of our development, we are primarily a technology company that facilitates matchmaking, while our licensees are generally

matchmaking companies that leverage technology.

We believe this combination enables each company to focus on the aspect of the

business in which it is strongest.

At the same time, we consider ourselves more than a technology company — through our

licensees, we are facilitating connections, sparking romances, and bringing people together across the globe.

In the process, we aim

to redefine the future of matchmaking.

are sensitive to cultural norms and recognize that, as we expand to new jurisdictions, our approach needs to be adjusted to suit prevailing local preferences.

For this reason, we prefer to partner with local players

as we enter new markets, and we build our products and services with a view to customization based on local culture and practices.

respecting cultural nuances, licensees can create services that resonate deeply with their clientele.

YYEM, we are dedicated to supporting our licensees in delivering exceptional online matchmaking services.

Through our advanced

patent portfolio, pioneering AI-powered technology platform, and cultural

adaptation of our offerings, we believe we can empower our partners to create meaningful and lasting connections

for their clients.

Our commitment to innovation and excellence will help ensure that we are a trusted name in the matchmaking industry,

providing considerable value to our global network and, ultimately, to individuals looking for love and marriage.

or Approvals Required from the PRC Authorities with respect to the Operations of YYEM

conducts business in Hong Kong and is required to obtain, and has obtained, a business license issued by the Hong Kong Companies Registry.

As a special administrative region of the PRC, Hong Kong enjoys separate governing and economic systems from that of mainland China under

the principle of “one country, two systems.” YYEM, as a Hong Kong-based company without operations in mainland China, is

not directly subject to PRC laws and regulations regarding the general conduct of its business or regarding overseas listings.

the date of this Annual Report, YYEM has not been denied any requisite permissions by any PRC authority,

nor has YYEM received any notice of, or been subject to, any penalty or other disciplinary action

from any PRC authority for the failure to obtain or the insufficiency of any approval or permit in connection with the conduct or service

of its business operations.

YYEM may be subject to additional licensing requirements, and our conclusion on the status of YYEM’s licensing compliance may prove

to be mistaken, due to uncertainties around the interpretation and implementation of relevant laws and regulations and the enforcement

practice by relevant governmental authorities, the PRC government’s ability to intervene in or influence YYEM’s operations,

and the rapid evolvement of PRC laws, regulations, and rules, sometimes with little or no advance notice.

We cannot assure you that YYEM

is or will be in compliance with all licensing requirements applicable to it or will not be subject to any penalty in the future due

to the lack or insufficiency of approvals or permits.

The failure of YYEM to obtain or to thereafter maintain any permit or license required

for its operations may result in the suspension or termination of, or otherwise give rise to a material adverse change to, its businesses,

which would materially and adversely affect our financial condition and results of operations and cause our Common Stock to significantly

decline in value.

For more detailed information, see “ Risk Factors — Risks Related to Doing Business in Hong Kong .”

believe that, as of the date of this Annual Report, YYEM is not required to obtain any permission from the China Securities

Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”), or any other PRC

authority in connection with an offering of securities.

As a result, it has never submitted an application to any such authority for the approval

of any offering.

As of the date of this Annual Report, it has not received any inquiry, notice, warning, or official objection in

relation to any offering from the CSRC, the CAC, or any other PRC authority.

However, there remains uncertainty as to the

enactment, interpretation, and implementation of regulatory requirements related to overseas securities offerings and other capital

markets activities.

We believe that YYEM has received all requisite permissions and approvals to issue securities.

not receive or maintain such permissions or approvals or has inadvertently concluded that the approvals of the CSRC, the CAC, or any

other regulatory authority are not required for an offering, or if applicable laws, regulations, or interpretations change and

YYEM is required to obtain approvals in the future, seeking such approvals could cause the value of our securities, including the

Common Stock, to significantly decline or be worthless.

Any uncertainties or negative publicity regarding such an approval

requirement could have a material adverse effect on the trading price of our securities.

In addition, these regulatory agencies may

impose fines and penalties on YYEM, limit its ability to pay dividends outside of China, limit its operations in China, delay or

restrict the repatriation of the proceeds from an offering into China, or take other actions that could have a material adverse

effect on its business, financial condition, results of operations, and prospects, as well as the trading price of our securities.

The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt a securities offering

before settlement and delivery of our Common Stock.

Consequently, if you engage in market trading or other activities in

anticipation of and prior to settlement and delivery of securities, you do so at the risk that settlement and delivery may not occur.

“ Risk Factors — Risks Related to Doing Business in Hong Kong — Changes in the PRC’s

economic, political, or social conditions or governmental policies could have a material adverse effect on our business and results

of operations .”

December 16, 2021, the PCAOB reported that it was unable to completely inspect or investigate registered public accounting firms headquartered

in mainland China or Hong Kong because of a position taken by one or more authorities in each of those jurisdictions.

However, following

the signing of a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC in August 2022, the PCAOB on December 15,

2022 vacated its previous determination and confirmed that it was now able to secure complete access to inspect and investigate registered

public accounting firms headquartered in those jurisdictions.

Nevertheless, should PRC authorities obstruct or otherwise fail to facilitate

the PCAOB’s access in the future, the PCAOB may issue a new determination.

former auditor, Olayinka Oyebola & Co.

(“OOC”), an independent public accounting firm registered with the PCAOB, and an auditor of publicly traded companies in

the United States, is subject to U.S.

laws pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable

professional standards.

Our former auditor has been inspected by the PCAOB on a regular basis, with the last inspection in November 2023.

Our former auditor is not headquartered in mainland China or Hong Kong and was not identified as an accounting firm subject to the determinations

announced by the PCAOB on December 16, 2021.

Nevertheless, should our former auditor in the future have any work papers in China or Hong

Kong that the PCAOB is unable to fully inspect, it would be difficult to evaluate the effectiveness of our former auditor’s audit

procedures or equity control procedures.

Investors could consequently lose confidence in our reported financial information and procedures

or the quality of our financial statements, which would adversely affect us and our securities.

current auditor, Enrome LLP (“Enrome”), an independent public accounting firm registered with the PCAOB, and an auditor of publicly traded companies

in the United States, is subject to U.S.

laws pursuant to which the PCAOB conducts regular inspections to assess its compliance with

current professional standards, with the last inspection in April 2025.

Our current auditor is not headquartered in mainland China or

Hong Kong and was not identified as an accounting firm subject to the determinations announced by the PCAOB on December 16, 2021.

Nevertheless,

should our current auditor in the future have any work papers in China or Hong Kong that the PCAOB is unable to fully inspect, it would

be difficult to evaluate the effectiveness of our auditor’s audit procedures or equity control procedures.

Investors could consequently

lose confidence in our reported financial information and procedures or the quality of our financial statements, which would adversely

affect us and our securities.

if trading in our securities is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully

investigate our auditor at such future time, an exchange would in all likelihood delist our securities.

On June 22, 2021, the U.S.

passed the AHFCAA, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained,

among other things, an identical provision to the AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities

from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,

thus reducing the time period for triggering a delisting of our Company and the prohibition of trading in our securities if the PCAOB

is unable to inspect our accounting firm at such future time.

the Acquisition, our corporate organization consists of the Company and YYEM.

Revenue primarily is received by YYEM, where it is

used to pay operating expenses and is expected to be reinvested in outsourced research and development, the purchase of additional

patents and other intellectual property, and branding and other promotional activities, among other things.

If needed, management

may decide to transfer cash between YYEM and the Company, or between one of these two entities and any subsidiaries that we may

establish or acquire in other jurisdictions.

This could take the form of intercompany fund advances or capital contributions.

our cash management policy, the amount of intercompany transfers will be determined by our management based on the working capital

needs of the entities within our group, and intercompany transactions will be subject to our internal approval process and funding

arrangements.

have not declared or paid dividends or made any distribution of earnings as of the date of this Annual Report.

We do not intend to declare

dividends or distribute earnings (if any) in the near future.

Any determination to declare dividends or distribute earnings (if any)

in the future will be at the discretion of our board of directors.

Company and YYEM are not subject to any significant restrictions on buying or selling foreign exchange or on transferring cash between

entities within our group, across borders, or to U.S.

There are no significant restrictions or limitations on our ability

to distribute earnings (if any) from YYEM to the Company and U.S.

investors or our ability to settle amounts owed.

However, there can

be no assurance that the PRC government will not intervene or impose restrictions on the ability of YYEM to buy or sell foreign exchange

or transfer or distribute cash within our organization, which could result in an inability to make, or a prohibition on making, transfers

or distributions to entities outside of Hong Kong and adversely affect our business.

may decide to work with a licensee based in Mainland China, which imposes various limitations, procedures, and formalities on

payments out of China.

Capital account transactions, which relate to the purchase and sale of foreign assets and liabilities and

include such transactions as investments and loans, are subject to review by the State Administration of Foreign Exchange

Current account payments, including royalty payments, should generally not be restricted, but SAFE has a

significant degree of administrative discretion in implementing laws and regulations and has on occasion used this discretion to

limit the convertibility of current account payments out of China.

YYEM understands from a potential Mainland China licensee that

because the royalties that would be due to YYEM under a licensing agreement would constitute current account payments,

the payment of such royalties would be permitted under PRC regulations, provided the sending and receiving banks can show that the

transactions are legitimate.

However, there can be no assurance that the distinction between restrictions on capital account

transactions and restrictions on current account transactions will be consistently interpreted by SAFE and China’s other

regulatory agencies, nor can there be any assurance that the legal analysis of the licensee is correct or that the PRC government

will not intervene or impose other restrictions on the ability of the licensee to make the required payments to YYEM outside of

Mainland China.

The immediate financial impact of any such development in the coming months, while potentially

affecting our business prospects adversely, would be limited by the fact that, to date, YYEM has not received any revenue from, and is

therefore not financially dependent on, any licensee in Mainland China.

January 8, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (the “Agent”), pursuant

to which the Company may sell from time to time, at its option, shares of the Company’s common stock through or to the Agent, as

sales agent or principal.

The issuance and sale, if any, of shares of the Company’s common stock under the Sales Agreement will

be pursuant to the Company’s registration statement on Form S-3 (File No.

333- 279880) (the “Registration Statement”),

filed with the Securities and Exchange Commission (the “SEC”) on January 8, 2025 and are described in detail in the related

base prospectus and prospectus supplement included as part of the Registration Statement.

In accordance with the terms of the Sales Agreement,

under the prospectus supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to

$2,213,152 from time to time through or to the Agent.

The sale, if any, of shares of the Company’s common stock under the Sales

Agreement will be made by any method permitted that is deemed to be an “at-the-market” equity offering as defined in Rule

415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly

on the Nasdaq Capital Market or any other trading market for the Company’s common stock.

Subject to the terms and conditions of

the Sales Agreement, the Agent will use commercially reasonable efforts to sell the shares of the Company’s common stock from time

to time, based on the Company’s instructions.

The compensation payable to the Agent as sales agent shall be 3.0% of the gross proceeds

from each sale of the shares through or to the Agent pursuant to the Sales Agreement.

In addition, the Company will reimburse the Agent

for certain out-of-pocket costs and expenses incurred in connection with the Sales Agreement in an amount not to exceed $50,000 and up

to an additional $20,000 per fiscal year for maintenance, and the Company has agreed in the Sales Agreement to provide indemnification

and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.

June 30, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with

certain investors (the “Investors”), providing for the private placement (the “Private Placement”) of

20,000,000 units (each, an “Unit”), each unit consisting of one (1) share of Common Stock and two warrants

(“Warrants,” and the shares of Common Stock underlying the Warrants, the “Warrant Shares”), both of such

Warrants with identical terms.

Each Unit was offered at a price of $0.23, and each Warrant has a five-year exercise period,

with an exercise price of $0.89 (“Exercise Price”).

The total gross proceeds from the Private Placement without taking

into account any exercise of the Warrants will be $4,600,000.

The Exercise Price is subject to adjustment pursuant to the terms of

the Warrants, the form of which is appended to the Securities Purchase Agreement, upon the occurrence of:

the Company’s Common

Stock reverse and forward splits, payment of dividends in Common Stock, and reclassification of Common Stock into any shares of the

Company’s capital stock.

If at the time of exercise of the Warrants there is no effective registration statement registering

the Warrants or the Warrant Shares, or the prospectus for the registration statement is not available for the resale of the Warrant

Shares by the investor holding the Warrants, then each Warrant may be exercised, in whole or in part, at such time by means of a

“cashless exercise.” Closing of the Private Placement and issuance of the Common Stock and Warrants will be conditional

upon satisfaction of all Nasdaq listing rules, including the obtaining of shareholder approval and the filing of a Schedule 14C

information statement and all required time periods being complied with.

The Securities Purchase Agreement may be terminated by the

Company with written notice if the closing of the Private Placement has not been consummated on or before December 31,

July 9, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating

that, as a result of Warren Andrew Thomson’s resignation from the Board and the audit committee of the Board, effective June 12,

2025, the Company is not currently in compliance with Nasdaq Listing Rule 5605.

The Notice has no immediate effect on the listing or

trading of the Company’s common stock.

Listing Rule 5605 requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee be comprised

of at least three independent directors.

The Company currently has four directors, only two of whom qualify as independent directors.

In addition, the Audit Committee currently comprises only two independent directors.

Notice states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period

in order to regain compliance as follows:

(i) until the earlier to occur of the Company’s next annual stockholders’ meeting

or June 12, 2026;

or (ii) if the next annual stockholders’ meeting is held before December 9, 2025, then the Company must evidence

compliance no later than December 9, 2025.

The Company intends to appoint an additional independent director to serve as a member of

the Board and the Audit Committee prior to the end of the cure period described above.

of Being a Smaller Reporting Company

are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may

take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares

held by non-affiliates equals or exceeds $250 million as of the prior June 30 th , or (2) our annual revenue equaled or exceeded

$100 million during such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million

as of the prior June 30 th .

Such reduced disclosure and corporate governance obligations may make it more challenging for investors

to analyze our results of operations and financial prospects.

at the date of this report, we have 14 full-time employees.

Management believes its relations with employees are good.

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 1. Business