AIRWA INC.

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Exact name of registrant as specified in its charter)

N/A

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (check the appropriate box):

2709 North Rolling Road, Suite 138

Windsor Mill, Maryland 21244

TO THE STOCKHOLDERS OF CONNEXA SPORTS TECHNOLOGIES INC.:

You are cordially invited to attend an Annual Meeting of the stockholders of Connexa Sports Technologies Inc., a Delaware corporation (referred to herein as “Connexa,” the “Company,” “we,” “us” or “our”), which will be held virtually, via live webcast on May 15, 2024, at 11:00 a.m. Eastern Time. You will be able to attend the Annual Meeting by first registering at http://www.viewproxy.com/CNXA/2024 no later than May 14, 2024, at 11:59 p.m. Eastern Time. After registering, you will receive a meeting invitation and password via e-mail with your unique link to join the meeting.

At the Annual Meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Share Exchange Proposal,” to approve the issuance of shares of our common stock pursuant to that certain Share Exchange Agreement dated March 18, 2024 (the “Exchange Agreement”) among Connexa, Mr. Hongyu Zhou (Mr. Zhou, or 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 us, YYEM Seller, and YYEM, whereby we 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. We refer to this transaction as the “Acquisition” and to the shares of our common stock issuable pursuant to the Exchange Agreement as the “Exchange Shares.” A copy of the Exchange Agreement is attached to the accompanying proxy statement asAnnex A. In connection with the Acquisition, we are asking our stockholders to approve amendments to our Certificate of Incorporation (the “Certificate of Incorporation”) as reflected in the form of Certificate of Amendment to the Certificate of Incorporation attached asAnnex B to the accompanying proxy statement (the “Amendment”).

Upon the closing of the Acquisition, the YYEM Seller will be issued a number of Exchange Shares equal to 82.4% of our issued and outstanding shares of common stock immediately following the closing of the Acquisition, and Connexa stockholders as of immediately prior to closing of the Acquisition will retain the balance of approximately 17.6% of such outstanding shares.

Connexa’s common stock is listed on The Nasdaq Capital Market under the symbol “YYAI,” having undergone a symbol change from “CNXA” that took effect prior to the market opening on April 15, 2024.

At the Annual Meeting, our stockholders will be asked to consider and vote upon:

Each of these proposals is more fully described in the accompanying proxy statement, which each stockholder is encouraged to carefully read and consider.

We are providing the proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Annual Meeting and at any adjournment or postponement of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please take the time to vote by one of the means described in the accompanying proxy statement.YOUR VOTE IS VERY IMPORTANT.

Thank you for your participation. We look forward to your continued support.

2709 North Rolling Road, Suite 138

Windsor Mill, Maryland 21244

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS.

To Be Held on May 15, 2024

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an Annual Meeting (the “Annual Meeting”) of stockholders of Connexa Sports Technologies Inc., to be held virtually, via live webcast on May 15, 2024, at 11:00 a.m. Eastern Time. In order to attend the meeting, you must register athttp:// www.viewproxy.com/CNXA/2024 by 11:59 p.m. Eastern Time on May 14, 2024. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to join us and participate online. We recommend that you log in a few minutes before 11:00 a.m., Eastern Time, on May 15, 2024 to ensure you are logged in when the Annual Meeting starts.You will not be able to attend the Annual Meeting in person.

The purpose of the Annual Meeting is to consider and vote upon:

1. the Election of Directors Proposal – the election of five directors to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal;

2. the Ratification of Accountant Proposal – the ratification of the appointment of Olayinka Oyebola & Co. as our independent registered public accounting firm for our fiscal year ending April 30, 2024;

3. the Share Exchange Proposal – the issuance of the Exchange Shares in exchange for 50% of the issued and outstanding ordinary shares of YYEM and the other terms and conditions of the Exchange Agreement and the transactions contemplated thereby, which is part of the Acquisition transaction;

4. the Capital Increase Proposal – the approval of the Amendment to increase the authorized shares of our common stock from 300,000,000 shares to 1,000,000,000 shares;

5. the Reverse Stock Split Proposal – the approval of the Amendment to authorize the Reverse Stock Split of our common stock within a range of 1-for-10 to 1-for-100, with the Board to set the specific ratio and determine the date for the Reverse Stock Split to be effective;

6. the Separation Proposal – the approval of the separation of our “Slinger Bag” business and products and the transactions contemplated by the separation agreement related to the Acquisition;

7. the Amendment to October and December 2023 Warrants Exercise Price Proposal – the approval of the amendment to the exercise price of our certain existing warrants to $0.16 per share for purposes of complying with Nasdaq Listing Rule 5635(d);

8. the Issuance to January 2024 Investors Proposal – the approval of the issuance of shares of our common stock to certain investors party to our securities purchase agreements entered into in January 2024 for purposes of complying with Nasdaq Listing Rule 5635(d);

9. the Yonah Kalfa Share Issuance Proposal – the approval of the issuance of 942,307 shares of our common stock to Yonah Kalfa for purposes of complying with Nasdaq Listing Rule 5635(c);

10. the Director Shares Issuance Proposal – the approval of the issuance of shares of our common stock to each of our directors for their services and extraordinary contribution to the Company for purposes of complying with Nasdaq Listing Rule 5635(c);

11. the Management Shares Issuance Proposal — the approval of the issuance of shares of our common stock to certain of our officers for their services and extraordinary contribution to the Company for the purposes of complying with Nasdaq Listing Rule 5635(c);

12. the Increase in Number of Shares Reserved for Incentive Plan Proposal – the approval of the increase in the number of shares authorized for issuance under our 2020 Slinger Bag Inc. Global Share Incentive Plan;

13. the Adjournment Proposal – the adjournment of the Annual Meeting by the Chairman thereof to a later date to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Share Exchange Proposal; and

14. the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, which is part of these proxy materials, can be accessed directly at the following Internet address: http:// ://www.viewproxy.com/CNXA/2024.

Only holders of record of the Company’s common stock at the close of business on March 21, 2024, or the “Record Date,” are entitled to notice of the Annual Meeting and to vote and have their votes counted at the Annual Meeting and any adjournment or postponement of the Annual Meeting. We intend to mail these proxy materials beginning on or about May 2, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

A complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination during regular business hours for the 10 days prior to the Annual Meeting by request. You may email us at mark.radom@slingerbag.com and aosenenko@allianceadvisors.com to coordinate arrangements to view the stockholder list.

After careful consideration, the Board unanimously recommends that you vote, or instruct your broker or the agent to vote:

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY PHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the closing of voting at the Annual Meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Without your instructions, your broker can vote your shares only with respect to routine matters such as the Ratification of Accountant Proposal and the Adjournment Proposal. Without your instructions, your broker or other agent cannot vote on the Election of Directors Proposal, the Share Exchange Proposal, the Capital Increase Proposal, the Reverse Stock Split Proposal, the Separation Proposal, the Amendment to October and December 2023 Warrants Exercise Price Proposal, the Issuance to January 2024 Investors Proposal, the Yonah Kalfa Share Issuance Proposal, the Director Shares Issuance Proposal, the Management Shares Issuance Proposal or the Increase in Number of Shares Reserved for Incentive Plan Proposal.

If you fail to return your proxy card, grant your proxy electronically over the Internet, submit your vote over the phone, or vote virtually at the Annual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Annual Meeting. If you are a stockholder of record as of the Record Date, voting virtually at the Annual Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain from the record holder a valid “legal” proxy issued in your name in order to vote virtually at the Annual Meeting.

We encourage you to read the accompanying proxy materials carefully. If you have any questions concerning the Acquisition, the Annual Meeting or the accompanying proxy materials, would like additional copies of the proxy materials or need help voting your shares of common stock, please contact our General Counsel, Mark Radom, Connexa Sports Technologies Inc., 2709 N. Rolling Road, Suite 138, Windsor Mill, MD 21244, or by phone at (443) 407-7564.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

Connexa Sports Technologies Inc.

/s/ Mike Ballardie

Mike Ballardie

President and Chief Executive Officer

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