AIRWA INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 30, 2025. Changes in Internal Control Over Financial Reporting There has not been any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the year ended April 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 35 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and principal financial officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposal of our assets that could have a material impact on our financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our evaluation of internal control over financial reporting includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, for the evaluation of internal control to identify the risks and control objectives related to the evaluation of our control environment. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report. ITEM 9B. OTHER INFORMATION No t applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 36 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our executive officers and directors and their respective ages as at the date hereof are as follows: Name Age Position Thomas Tarala 59 Chief Executive Officer and Director Guibao Ji 62 Chief Financial Officer Hongyu Zhou 37 Director Chenlong Liu 36 Director Kong Liu 36 Director Set forth below is a brief description of the background and business experience for the past five years of individuals who serve as executive officers and directors of the Company. Thomas Tarala Thomas Tarala has 30 years of international corporate finance experience in New York, London, and Hong Kong, including as a partner at two leading international law firms and as General Counsel for the international operations of one of the largest private conglomerates in China. As a partner of Baker McKenzie from 2022 to 2024 and Hogan Lovells earlier in his career, Thomas has led U.S. securities practices in Hong Kong, advising on equity and debt transactions, as well as cross-border joint ventures involving companies listed on Nasdaq. With a particular focus on the technology sector, he has acted for companies and investment banks in Mainland China, Hong Kong, Singapore, Indonesia, and Thailand, including on award-winning transactions in the region. As General Counsel of HNA Group (International) Company Limited, the overseas headquarters a large conglomerate, from 2017 to 2022, Thomas worked closely with the business teams on a wide range of corporate and finance transactions, including multi-billion dollar acquisitions and divestments of household-name companies, the sale of airlines, and a range of investments ranging from New York and London skyscrapers to global technology companies, as well as numerous companies that were number one globally in their respective fields. Thomas graduated magna cum laude and Phi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service and holds a Juris Doctor degree from the University of Virginia School of Law. Thomas speaks English, French, Spanish, and Mandarin and is qualified to practice law in New York, Connecticut, Florida, England and Wales, and Hong Kong. Guibao Ji Guibao Ji has been a certified public accountant in China for 25 years and has worked as an accountant at Shenzhen Wanda Accounting Firm since January 2005. He is a partner of the firm and also an independent director of a number of listed companies, including Brightstar Technology Group and Hekeda Technology Co. Ltd. Mr. Ji graduated from Central Radio and TV University in 1994 with a degree in Business Accounting. He was certified by the Chinese Institute of Certified Public Accountants in 1999. Hongyu Zhou Hongyu Zhou has 15 years of experience founding, growing, and managing successful enterprises. His experience extends to such areas as enterprise management, entertainment technology, and information technology, including as an investor and business manager of a technology company, as a founder and manager of an innovative entertainment company, and as the founder and manager of several technology companies. Mr. Zhou has served as the Chairman of each of Shenzhen Qiangwo Entertainment Technology Co., Ltd. and Shenzhen Qianyue Information Technology Co., Ltd. since 2021. Mr. Zhou founded Shenzhen Yuanzu Century Network Technology Co., Ltd. in 2020 and Shenzhen Qiangwo Entertainment Technology Co., Ltd. in 2017. In founding, managing, and growing companies across various industries, Mr. Zhou has honed his skills in strategic planning, business development, and team leadership. Mr. Zhou owns 8,127,572 shares of Common Stock, representing 55.8% of the issued and outstanding shares of Common Stock as of August 7, 2025. 37 Chenlong Liu Chenlong Liu is a certified public accountant, as well as an investor active in the technology industry. Mr. Liu’s career has focused on technology-related investments and mergers and acquisitions. He has participated in many well-known transactions in the industry. As an investment director at China Fusion Capital from 2016 to 2020, he helped execute Nasdaq-listed iQiyi’s convertible bond transactions, Kosdaq-listed Longtu’s acquisition and reverse takeover, Hong Kong-listed Kuaishou’s Series B investment round, and China Fusion Capital’s acquisition of Particle, Inc. Since 2020, Mr. Liu has served as a director of Particle, a San Francisco-based technology company. Mr. Liu earned a Bachelor of Science degree in mathematics from the University of Minnesota-Twin Cities in 2013 and was awarded a master’s degree in accounting from George Washington University in 2015. Mr. Liu became a certified public accountant in Washington State in January 2019. Kong Liu Kong (Luke) Liu is an entrepreneur with experience in both traditional industries and the technology and Web3 areas. (He is not related to Chenlong Liu.) Mr. Liu has experience in management and strategy roles in companies ranging from startups to multinationals, and he has founded several companies over the years. Mr. Liu has has a particular focus on digital strategies at both traditional retailers and technology companies, as well as in the recruitment field. He serves as a managing director of MS Consultancy Pte Ltd, a business consultancy that he founded in November 2020 focusing on recruitment and M&A advisory work. He previously served as the CEO of World@Meta, a Singapore-based technology company developing mobile apps and games, where maximizing user engagement was a primary objective. In such environments, Mr. Liu has been responsible for establishing the vision of the enterprise and working across teams to make that vision a reality. Mr. Liu graduated from Nanyang Polytechnic, in Singapore, with a Diploma of Information Technology and from Trent University, in Canada, with a Bachelor of Business Administration. TERM OF OFFICE All directors hold office until the next annual meeting of the shareholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors. DIRECTOR INDEPENDENCE Our Board is currently composed of five members. With the exception of Thomas Tarala and Hongyu Zhou, we have determined that all of the directors are independent as such term is defined under The Nasdaq Stock Market Rules. The following table identifies the independent and non-independent current board and committee members: Name: Independent Audit Compensation Nominating Thomas Tarala Hongyu Zhou Chenlong Liu Yes Yes Yes Yes Kong (Luke) Liu Yes Yes Yes Yes 38 COMMITTEES OF THE BOARD OF DIRECTORS Audit Committee Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Chenlong Liu and Kong Liu, who each satisfy the independence requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, serve on our audit committee. There was one meeting of the Audit Committee in the financial year ended April 30, 2025, which took place on March 24, 2025, and was attended by both members of the Audit Committee. Audit Committee Financial Expert We have determined that Chenlong Liu is qualified as an Audit Committee Financial Expert following the Acquisition, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002. Compensation Committee The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations with respect to shareholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2020 Global Incentive Plan. Chenlong Liu and Kong Liu are the independent directors on the compensation committee, with Kong Liu serving as the chairman. There was one meeting of the Compensation Committee in financial year ended April 30, 2025, which took place on February 13, 2025, and was attended by both members of the Compensation Committee. Nominating and Corporate Governance Committee The responsibilities of the Nominating and Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board of Directors, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board of Directors and its members, developing corporate governance principles, and the oversight of the evaluations of the Board of Directors and management. The Nominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by shareholders. If we receive any shareholder recommended nominations, the Corporate Governance Committee will carefully review the recommendations and consider such recommendations in good faith. Chenlong Liu and Kong Liu, who satisfy the independence requirements of Nasdaq’s rules, serve on our compensation committee, with Chenlong Liu serving as the chairman. Board and Committee Meetings in the 2025 Fiscal Year The Board held 16 meetings in the financial year ended April 30, 2025; the Audit Committee held one meeting; and the Compensation Committee held one meeting. No director attended fewer than 75% of such meetings or any applicable committee meetings. Each committee meeting had 100% attendance by its members. The Company’s annual general meeting for the financial year ended April 30, 2024, was attended by Thomas Tarala. No other director attended because, at the time of the meeting, the Company had not yet effected the merger of Connexa with YYEM, and none of the Company’s other directors were then serving as directors or otherwise involved in the Company. The Company did not have a formal policy for director attendance at annual meetings of security holders during the financial year ended April 30, 2025 and does not have any such policy in place at the date hereof. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our Common Stock to file initial reports of ownership and changes in ownership of the Common Stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended April 30, 2025, including those reports that we have filed on behalf of our directors and Section 16 officers, no director, Section 16 officer, beneficial owner of more than 10% of the outstanding common stock, or any other person subject to Section 16 of the Exchange Act, failed to file with the SEC on a timely basis during the fiscal year ended April 30, 2025. 39 Director Compensation On June 18, 2025, the Board approved a change in the compensation of the Company’s directors, from a cash payment of $7,500 per financial quarter together with a quarterly grant of restricted common stock with a market value of $12,500 under the 2020 Plan to cash compensation of $15,000 per financial quarter with no grant of common stock. This change applied to the Company’s employee director, Chief Executive Officer of the Company, Thomas Tarala, for his services as a director of the Company, as well as the other directors. The cash payments are retroactive to when each director became a member of the Board, and, as a result, the Company currently owes each director a total of $30,000 for his service on the Board ($15,000 for the quarter that began on November 1, 2024 and $15,000 for the quarter that began on February 1, 2025). Code of Business Conduct and Ethics The Company currently maintains a code of ethics that applies to all directors, officers, and employees. A copy of our code of ethics can be found on the Company’s website. We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website. Insider Trading Policy The Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to our officers and directors, as well as our employees that have regular access to material nonpublic information about the Company in the normal course of their duties. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K. Certain Legal Proceedings No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years. 40 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers (our principal executive officer and our two most highly compensated executive officers other than our principal executive officer) for the fiscal years ended April 30, 2025 and 2024 for all services rendered in all capacities to us. Name and Principal Position Year ended April 30 Salary ($) Bonus ($) Share Awards ($) Non-Equity Incentive Plan Compensation ($) All other compensation ($) Total ($) Thomas Tarala (1) 2025 320,000 1,300,000 1,620,000 (2) Guibao Ji (1) 2025 111,111 111,111 Mike Ballardie (3) 2024 324,714 300,000 475,595 1,100,309 2025 600,000 300,000 900,000 Yonah Kalfa (3) 2024 441,000 441,000 2025 340,150 85,000 425,150 Judah Honickman (3) 2024 190,198 95,940 55,199 341,337 2025 178,000 44,500 222,500 (1) On November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala was appointed Chief Executive Officer and Guibao Ji was appointed Chief Financial Officer. (2) As of August 12, 2025, the amounts listed for Mr. Tarala are currently owed to him and have not yet been paid. (3) On November 21, 2024, in connection with the completion of the Acquisition, Mike Ballardie, Judah Honickman, and Yonah Kalfa, resigned from their respective positions with the Company, effective immediately. Outstanding Equity Awards at Fiscal Year-End None of the current directs and officers have been awarded any equity awards as of April 30, 2025. EMPLOYMENT AGREEMENTS The Company is a party to service agreements with each of its executive officers. Thomas Tarala On February 12, 2025, the Company approved an employment agreement with Thomas Tarala as the Company’s Chief Executive Officer. Mr. Tarala has been serving in such capacities since November 21, 2024 when the employment agreement was signed. 41 Mr. Tarala’s Employment Agreement (also referred to as a Service Agreement) is for a term of five years but may be terminated at any time by the Company by giving Mr. Tarala 180 days’ prior written notice of such termination. In such a case, all of his unvested stock, warrant, and option compensation of any nature will vest without any further action required on his part. Mr. Tarala’s right to receive compensation, whether in cash or securities, will survive any termination of his Employment Agreement. Mr. Tarala’s compensation as Chief Executive Officer of the Company includes (i) a base salary of $720,000 annually (the “Base Salary”) and (ii) a signing bonus of $300,000 in the form of the Company’s common stock. In addition, Mr. Tarala is due a bonus of $1,000,000 in cash and/or securities (with the form of payment to be agreed by and between Mr. Tarala and the Board) as a success fee for his role in the merger of Connexa with YYEM (presently a Hong Kong subsidiary of the Company) and the successful listing of the combined company on The Nasdaq Capital Market. This success fee has not yet been paid to Mr. Tarala. Mr. Tarala is entitled to an annual bonus, earned as of the end of each fiscal year and as of the date of termination of his Employment Agreement, of at least 100% of his then Base Salary, payable in cash and/or stock, options and/or warrants, as agreed between him and the Board. Mr. Tarala will also be entitled to a special bonus in the event of a Change of Control (as defined below) by the Company (or any successor entity) in a lump-sum amount equal to 3% of the increased valuation of the surviving corporation resulting from such Change of Control (with the determination of increased valuation detailed in his Employment Agreement). The right to receive a special bonus will survive the termination of Mr. Tarala’s Employment Agreement for two years. For purposes of Mr. Tarala’s Employment Agreement, “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) the acquisition by a third party (or more than one party acting as a group) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation, or similar transaction; (ii) the closing of a merger, consolidation, acquisition, or other business combination (a “Business Combination”) other than a Business Combination in which the holders of the shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock of the surviving corporation immediately after the Business Combination as immediately before; (iii) the dissolution or liquidation of the Company; (iv) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; (v) the Company acquiring a controlling interest in a business with a value exceeding 66% of YYEM; or (vi) the dominant business of the Company in terms of revenue no longer being the licensing out of technology relating to matchmaking or online dating. Mr. Tarala will be entitled to participate in any bonus plans or incentive compensation plans approved by the Company from time to time. It is agreed that any such plans will be effective as of November 21, 2024. The Company also agreed to provide Mr. Tarala with annual grants, at least once per calendar year and also upon termination of his Employment Agreement, in the form of securities (together, the “Awards”) with the value of such Awards at the time of grant equivalent to at least 100% of his then Base Salary. The Company agreed that any securities delivered as part of Mr. Tarala’s Awards (or as part of his other compensation) will be issued pursuant to a Securities Act-registered plan if such exists, and, if there is no Securities Act-registered plan, to register the shares as promptly as possible, with the costs being paid by the Company. Mr. Tarala will be entitled to participate in any equity or option plan (or similar) adopted by the Company for its directors, officers, or employees. To the extent the Company does not have sufficient funds to pay Mr. Tarala his Base Salary, Mr. Tarala will have the option of deferring the aggregate unpaid amount (the “Deferral Amount”), which will be registered in the Company’s books as a loan given to the Company by him. So long as any amount of his Base Salary remains unpaid, Mr. Tarala will have the option to convert such amount, or part of it, into shares of the Company (or warrants to purchase shares) at the weighted average trading price of the 10 days prior to the date of the request by him to exercise this option. This option will survive the term of Mr. Tarala’s Employment Agreement. Mr. Tarala was granted the transferable option to include any and all shares of common stock issued by the Company to him pursuant to his Employment Agreement on each registration statement that the Company files with SEC, subject to pro rata reductions of the shares being registered pursuant to comments of the staff of the Securities and Exchange Commission. 42 Guibao Ji On February 12, 2025, the Company approved an employment agreement with Guibao Ji as the Company’s Chief Financial Officer. Mr. Ji has been serving in such capacity since November 21, 2024. Mr. Ji’s Employment Agreement may be terminated by either party on one month’s written notice. Mr. Ji’s compensation as Chief Financial Officer of the Company includes (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company’s overall business performance. DIRECTOR COMPENSATION The following table sets forth director compensation for the years ended April 30, 2025 and 2024: Name Year Ended April 30 Fees earned or paid in cash ($) Stock Awards ($) Total ($) Thomas Tarala (1) 2025 30,000 30,000 Hongyu Zhou (1) 2025 30,000 30,000 Warren Andrew Thomson (1)(2) 2025 30,000 30,000 Chenlong Liu (1) 2025 30,000 30,000 Kong Liu (1) 2025 30,000 30,000 Mike Ballardie (3) 2025 (4) Kirk Taylor (3) 2025 (4) Stephen Crummey (3) 2025 (4) Yonah Kalfa (3) 2025 (5) Rodney Rapson (3) 2025 (5) (1) On November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala, Hongyu Zhou, Warren Thomson, Chenlong Liu, and Kong Liu were appointed as directors of the Company. (2) On June 12, 2025, Warren Andrew Thomson resigned from the board of directors of the Company and all committees thereof, effective immediately. (3) On November 21, 2024, in connection with the completion of the Acquisition, Mike Ballardie, Kirk Taylor, Stephen Crummey, Yonah Kalfa, and Rodney Rapson resigned from the board of directors of the Company, effective immediately. (4) The Company issued to the director 300,000 shares of common stock for two years of service and 700,000 shares of common stock for extraordinary contributions. (5) The Company issued to the director 150,000 shares of common stock for one year of service and 350,000 shares of common stock for extraordinary contributions. Stock Options/SAR Grants . None. 43 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information, as of the date hereof with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act with respect to our common stock. Information relating to beneficial ownership of the Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Such securities are deemed outstanding for computing the percentage of the person holding such security but are not deemed outstanding for computing the percentage of any other person. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The following table lists, as at the date hereof, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Common Stock Name # of Shares % of Class (1) Thomas Tarala 0 - % Guibao Ji 0 - % Hongyu Zhou 8,127,572 55.81 % Chenlong Liu 0 - % Kong Liu 0 - % All current officers and directors as a group (5 persons) 8,127,572 55.81 % **5% Holders (1) Percentages are based on a total of 14,563,019 shares of Common Stock outstanding as of August 7, 2025. 44 Securities Authorized for Issuance under Equity Compensation Plans. The table below provides information regarding all compensation plans as of the end of the most recently completed fiscal year (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance. As noted above, on November 11, 2020, the Board approved the 2020 Plan, which was approved by stockholders holding in the aggregate 999,735 shares of Common Stock, or approximately 75.4% of the Common Stock outstanding on such date. The 2020 Plan provides for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock, restricted stock units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key management employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”) (however, solely employees of the Company and its subsidiaries are eligible for incentive stock option awards). The Company currently reserves a total of 1,537,500 shares for issuance under awards to be made under the 2020 Plan, all of which may, but need not, be issued in connection with ISOs. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for the grant of a new award. The 2020 Plan shall continue in effect, unless sooner terminated, until the 10th anniversary of the date on which it was adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2020 Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. Future new hires, non-employee directors, and additional non-employee consultants are eligible to participate in the 2020 Plan as well. The number of awards to be granted to officers, non-employee directors, employees, and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance. 1,500,000 shares of common stock are available to be issued under the 2020 Plan. 37,500 shares of common stock have previously been issued pursuant to the 2020 Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS YYEM holds securities of Brightstar Technology Group Co., Ltd., with a fair value of $1,382,857 as of April 30, 2025. Mr. Hongyu Zhou, a director of the Company, has provided a guarantee on the value of these shares. Under a guarantee arrangement, Mr. Zhou is obligated to compensate the Company for any decline in the investment’s fair value below the guaranteed amount of $4,210,385. The amounts receivable from Mr. Zhou under this guarantee were $2,827,528 and $2,497,049 as of April 30, 2025 and 2024, respectively. No amounts are currently due from Mr. Zhou. If, upon the Company’s sale of these securities, the proceeds are less than the guaranteed amount, Mr. Zhou will be obligated to pay the Company the difference. This obligation is contingent and will not become payable unless and until the shares are sold. The balances of $775,406 and $50,145 as of April 30, 2025 and 2024, respectively, represent amounts payable to Mr. Zhou for expenses paid on behalf of the Company. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of fees incurred to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements. Fiscal 2025 Fiscal 2024 Audit Fees $ 200,000 $ 120,000 Tax Fees 0 0 All Other Fees 0 0 Total $ 200,000 $ 120,000 45 PART IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements Our financial statements as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K are hereby incorporated by reference. (b) Exhibits The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed as part of this Annual Report on Form 10-K or, as noted, incorporated by reference herein: Exhibit Number Exhibit Description 3.1 Certificate of Incorporation of Connexa Sports Technologies Inc. (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on May 16, 2022) 3.2 Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on September 20, 2023 (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed with the SEC on October 5, 2023) 3.3 Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on June 26, 2024 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on July 2, 2024) 3.4 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October 16, 2023) 10.1 Share Purchase Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited, dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024) 10.2 Share Exchange Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024) 10.3 Separation and Assignment Agreement, dated November 21, 2024, by and between Connexa Sports Technologies Inc. and J&M Sports LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024) 10.4† Thomas Tarala Service Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025) 10.5† Guibao Ji Employment Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025) 10.6 Sales Agreement, dated January 8, 2025, by and between the Company and A.G.P./Alliance Global Partners (Incorporated by reference to the Company’s Registration Statement on Form S-3 filed on January 10, 2025) 10.7 Securities Purchase Agreement dated June 30, 2025 between the Company and the Investors party thereto (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2025) 46 19.1 Insider Trading Policy 21.1 List of Subsidiaries 23.1 Consent of Enrome LLP 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350. 97.1 Connexa Sports Technologies Inc. Compensation Recovery Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Definition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Management contract or compensatory plan or arrangement. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Connexa Sports Technologies Inc. Dated: August 13, 2025 By: /s/ Thomas Tarala Thomas Tarala Director and Chief Executive Officer (Principal Executive Officer) Dated: August 13, 2025 By : /s/ Guibao Ji Guibao Ji Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Thomas Tarala August 13, 2025 Thomas Tarala Principal Executive Officer and Director /s/ Guibao Ji August 13, 2025 Guibao Ji Principal Financial Officer and Principal Accounting Officer /s/ Hongyu Zhou August 13, 2025 Hongyu Zhou Director /s/ Chenlong Liu August 13, 2025 Chenlong Liu Director /s/ Kong Liu August 13, 2025 Kong Liu Director 48