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Item 8. Financial Statements and Supplementary Data

2025-08-13 compared with 2024-07-25 · 763 added, 1854 removed, 71 unchanged (97% of the section changed)

4 unchanged sentences

SPORTS TECHNOLOGIES INC.

of Independent Registered Public Accounting Firm (PCAOB ID 5968 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 6907 )

Balance Sheets as of April 30, 2025 and 2024

Statements of Operations and Comprehensive Loss for the years ended April 30, 2024 and 2023

Statements of Shareholders’ Equity/Deficit for the years ended April 30, 2024 and 2023

Statements of Operations and Comprehensive Income for the years ended April 30, 2025 and 2024

Statements of Shareholders’ Equity for the years ended April 30, 2025 and 2024

Statements of Cash Flows for the years ended April 30, 2025 and 2024

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

the Board of Directors and Shareholders of

Sports Technologies Inc.

on the Financial Statements

have audited the accompanying consolidated statement of financial position of Connexa Sports Technologies Inc (the ‘Company’)

as of April 30, 2024, and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity and cash flows for each of the two years ended April 30, 2024, and 2023, and the related notes (collectively referred to as the

have audited the accompanying consolidated balance sheets of Connexa Sports Technologies Inc.

and its subsidiary (the “Company”)

as of April 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in shareholders’

equity, and cash flows for the years ended April 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the consolidated financial position of the Company as of April 30, 2024, and 2023, and the results of its operations and its cash flows

for each of the two years ended April 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2, the Company suffered an accumulated deficit of $(167,387,028), net loss of $(15,636,418) and decline in net sales.

These matters

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regards to these

matters are also described in Note 2 to the financial statements.

These financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of April 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended April

30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America (“U.S.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

3 unchanged sentences

(2) involved our especially challenging, subjective, or complex judgments.

Communication of critical audit matters does not alter in

any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing

separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

company recognize revenue for its performance obligations associated with its contract with customers at a point in time when the products

Significant judgment is exercised by the Company in determining the timing or pattern of delivery (i.e., timing of when

revenue is recognized) for each performance obligation.

related audit effort in evaluating management’s judgments in determining revenue recognition for customer agreements required a

high degree of auditor judgment.

principal audit procedures related to the Company’s revenue recognition for customer agreements included the following:

gained an understanding of internal controls related to revenue recognition.

evaluated management’s significant accounting policies for reasonableness.

selected a sample of revenues recognized and performed the following procedures:

read contract source documents for each selected transactions

Assessed the terms in the

customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their

use of estimates, in the determination of revenue recognition conclusions.

We tested the mathematical

accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

Concern Uncertainty – See also Going Concern Uncertainty explanatory paragraph above

described further in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations The ability

of the Company to continue as a going concern is dependent on executing its business plan and ultimately to attain profitable operations.

Accordingly, the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a

going concern for a period of one year from the issuance of these financial statements.

Management intends to continue to fund its business

by way of public or private offerings of the Company’s stock or through loans from private investors, in order satisfy the Company’s

obligations as they come due for at least one year from the financial statement issuance date.

However, the Company has not concluded

that these plans alleviate the substantial doubt related to its ability to continue as a going concern.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty

regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among

testing procedures such as analytical procedures to identify conditions and events that indicate that there could be substantial

doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We reviewed and evaluated

management’s plans for dealing with adverse effects of these conditions and events.

We inquired of Company

management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed.

We assessed whether the

Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

Olayinka Oyebola

OYEBOLA & CO.

We determined that there are no critical audit matters

have served as the Company’s auditor since 2025

SPORTS TECHNOLOGIES INC.

BALANCE SHEETS (IN US$)

30, 2024 AND 2023

BALANCE SHEETS

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

Current Assets:

and cash equivalents

receivable, net

expenses and other current assets

Amount due from related party

current assets

receivable - former subsidiary

assets, net of depreciation

Current Assets

Non-Current Assets:

assets, net of amortization

Non-Current Assets

AND SHAREHOLDERS’ EQUITY (DEFICIT)

interest - related party

portion of notes payable, net of discount

portion of notes payable - related parties

portion of notes payable

consideration

AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accrued expenses

Amount due to related party

taxes payable

Current Liabilities

payable related parties, net of current portion

Long-Term Liabilities

and contingency

Commitments and contingency

SHAREHOLDERS’

EQUITY (DEFICIT)

stock, par value, $ 0.001 , 300,000,000 shares authorized, 1,828,541 and 16,929 shares issued and outstanding as of April 30, 2024

Common stock, par value,

$ 0.001 , 1,000,000,000 and 300,000,000 shares authorized, 14,563,019 and 1,828,541 shares issued and outstanding as of April 30, 2025

and April 30, 2024, respectively

paid in capital

( 167,387,028 )

( 151,750,610 )

other comprehensive income

Stockholders’ Equity (Deficit)

( 18,613,761 )

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

accompanying notes are an integral part of these financial statements.

Connexa Sports Technologies Inc .

shareholders’ equity

Non-controlling

Shareholders’ Equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

SPORTS TECHNOLOGIES INC.

STATEMENTS OF OPERATIONS (IN US$)

ENDED APRIL 30, 2024 AND 2023

and marketing expenses

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

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

For the Years Ended

and administrative expenses

and development costs

Operating Expenses

( 6,443,155 )

( 21,958,775 )

NON-OPERATING

INCOME (EXPENSE)

of debt discounts

( 1,067,806 )

( 4,095,030 )

on conversion of accounts payable to common stock

in fair value of derivative liability

( 14,119,784 )

( 8,995,962 )

( 1,351,305 )

expense - related party

Non-Operating Income (Expenses)

( 9,193,263 )

( 3,319,050 )

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES

( 15,636,418 )

( 25,277,825 )

from discontinued operations

( 4,461,968 )

on disposal of subsidiaries

( 41,413,892 )

FROM DISCONTINUED OPERATIONS

Shares guarantee income

Interest Income

Total Non-Operating Income

NON-OPERATING

Loss on financial assets at fair value through profit or loss

( 2,497,049 )

INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES

Non-Operating Expense

( 2,497,049 )

FROM OPERATIONS BEFORE PROVISION FOR INCOME OPERATIONS AND INCOME TAX EXPENSE

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES EXPENSE

FROM OPERATIONS BEFORE INCOME TAX EXPENSE

Income tax expense

( 2,011,773 )

for income taxes

INCOME (LOSS)

( 1,243,194 )

ATTRIBUTABLE TO NON-CONTROLLING INTEREST

( 1,142,160 )

comprehensive income (loss)

INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

Other comprehensive income

currency translations adjustment

Comprehensive

income (loss)

$ ( 15,595,389 )

$ ( 71,066,135 )

income (loss) per share - basic and diluted (see Note 3)

$ ( 1,806.33 )

$ ( 3,278.25 )

loss per share - basic and diluted

$ ( 5,084.58 )

average common shares outstanding - basic and diluted

accompanying notes are an integral part of these financial statements.

income per share - basic

average common shares outstanding - basic

average common shares outstanding - diluted

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

SPORTS TECHNOLOGIES INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (IN US$)

THE YEARS ENDED APRIL 30, 2024 AND 2023

Comprehensive

- May 1, 2022

$ 113,053,890

$ ( 80,596,925 )

of notes payable

exercise of warrants

share issuance

in comprehensive income

in comprehensive income (loss)

loss for the year

( 71,153,685 )

Balance - April 30,

$ 132,994,320

$ ( 151,750,610 )

$ ( 18,613,761 )

Balance - May 1,

$ 132,994,320

$ ( 151,750,610 )

$ ( 18,613,761 )

$ 132,994,320

$ ( 151,750,610 )

$ ( 18,613,761 )

(including warrants)

Acquisition/Contingent

Consideration

exercise of warrants

of profit guarantee on note payable

adjustment in reverse split

Reclassification

of derivative liability upon amendment of agreement

of deferred compensation to warrants (equity)

in comprehensive income

loss for the period

( 15,636,418 )

Balance - April 30,

$ 176,801,473

$ ( 167,387,028 )

$ 176,801,473

$ ( 167,387,028 )

accompanying notes are an integral part of these financial statements.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

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

Connexa Sports Technologies

shareholders’

Non-Controlling

Shareholders’

as of - May 1, 2023

income for the year

as of - April 30, 2024

as of - May 1, 2024

merger adjustment

income for the year

as of - April 30, 2025

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

SPORTS TECHNOLOGIES INC.

STATEMENTS OF CASH FLOWS (IN US$)

ENDED APRIL 30, 2024 AND 2023

FLOW FROM OPERTING ACTIVITIES

$ ( 15,636,418 )

$ ( 71,153,685 )

to reconcile net (loss) to net cash used in operating activities

Depreciation,

STATEMENTS OF CASH FLOWS

(Amounts in U.S.

dollars, except for numbers of shares

or as otherwise noted)

FROM OPERATING ACTIVITIES

to reconcile net income to net cash used in operating activities

Amortization and impairment expense

in fair value of derivative liability

( 7,635,612 )

( 10,950,017 )

and warrants issued for services

transaction costs

of debt discounts

on settlement of accounts payable

Loss on Financial Assets at FVTPL

in assets and liabilities, net of acquired amounts

( 12,115,974 )

expenses and other current assets

payable and accrued expenses

( 3,015,253 )

current liabilities

interest - related parties

cash used in operating activities of continuing operations

( 3,001,433 )

( 10,827,358 )

cash provided by operating activities of discontinued operations

cash used in operating activities

( 3,001,433 )

( 6,365,389 )

FLOWS FROM INVESTING ACTIVITIES

current assets

( 2,155,447 )

cash used in investing activities of continuing operations

Accrued expenses

taxes payable

Stock-based compensation

cash (used in)/provided by operating activities

FROM FINANCING ACTIVITY

due from related party

( 2,497,049 )

cash provided by operating activities of discontinued operations

cash used in investing activities

due to related party

Net cash (used

in)/provided by financing activity

( 2,446,904 )

FLOWS FROM FINANCING ACTIVITIES

from issuance of common stock and warrants for cash

from notes payable

of notes payable - related parties

of notes payable

CASH AND CASH EQUIVALENTS

- BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS

- END OF YEAR

SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION

Amount due from related party

$ ( 330,480 )

$ ( 2,497,049 )

cash provided by financing activities

of exchange rate fluctuations on cash and cash equivalents

INCREASE (DECREASE) IN CASH AND RESTRICTED CASH

AND RESTRICTED CASH - BEGINNING OF PERIOD

AND RESTRICTED CASH - END OF PERIOD

PAID DURING THE PERIOD FOR:

INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

of convertible notes payable and accrued interest to common stock

issued for contingent consideration

granted for deferred compensation

liability recorded for shares and warrants issued in private placement

receivable issued in sale of PlaySight

accompanying notes are an integral part of these financial statements.

Amount due to related party

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

SPORTS TECHNOLOGIES INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

OF EQUITY METHOD INVESTMENTS

incorporation/

incorporation

Yuanyu Enterprise Management Co., Limited

November 11, 2021

70 % owned by the Company

Technology licensing

(“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 intends to enter 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

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 $0.00002 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 $1,768per 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 date.

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.

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 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.

Ballardie’s waiver of

his right to receive any 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 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;

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.

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 fulfilment 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 fulfilment 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