AIRWA INC.
For the period ended Jan 31, 2025. Filed Mar 24, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2025 · Filed Mar 24, 2025
YYAI$0.85-8.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-10-31; filed 2024-12-13.
0001493152-24-050014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-01-31; filed 2025-03-24.
0001641172-25-000383
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 61 current paragraphs.
25 unchanged; 16 reworded; 20 added; 46 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
As an inducement to the Company to complete the Acquisition, Hongyu Zhou (the YYEM Seller and a member of the Board and the Company’s controlling shareholder since November 21, 2024), pursuant to the Exchange Agreement, agreed to make an aggregate payment to the Company of $5 million, of which $2,344,960 was transferred to the Company prior to the closing of the Acquisition and $2,100,000 was transferred to J&M from November 21, 2024 through the date hereof. The remaining $555,040 in cash is due to be paid to J&M, together with an additional $250,000 as additional compensation for J&M’s willingness to delay receipt of the $5 million payment in full.
Current report
Business Overview
Current report
Change in Accountants
Current report
On October 31, 2024, the management of YYEM also dismissed OOC as its independent registered public accounting firm.
Current report
MCN Agency Services Agreement
Current report
In February 2025, YYEM signed a Multi-Channel Network (MCN) agency services agreement to create and sell content to TikTok as part of YYEM’s new vertical centered on social networking applications. Under this agreement, YYEM will procure the production of content to be live-streamed or served as videos to TikTok’s users in the Middle East and North Africa. This is expected to include engaging broadcasts across various categories, such as sports, gaming, and lifestyle topics, produced by popular Twitch hosts and other influencers within the network that YYEM is developing. We anticipate that YYEM’s new vertical will also include live-streaming, voice chat rooms, gaming, and influencer-driven user-generated content. The fees generated by the arrangement with TikTok will depend on the rate of conversion by TikTok end-users. YYEM did not receive any payment from TikTok upon the signing of this agreement. Neither the Company nor YYEM has built a network of influencers yet.
Current report
Results of Operations for the Nine-Month and Three-Month Periods Ended January 31, 2025 and 2024
Current report
Over 10,000%
Current report
Note: The above chart does not include amounts for the non-controlling interest.
Current report
Net Revenue
Current report
Net revenue increased by $8.4 million, or 581%, for the nine-month period ended January 31, 2025, and by $2.8 million, or 581%, for the three-month period ended January 31, 2025, each as compared to the corresponding period in 2024. These increases were driven by royalty income from new licensees. Because of the revenue recognition policies described in Note 2 to the financial statements, in particular the fact that revenue is recognized at the end of each month over the term of the relevant license agreements as the service is provided to the customers, the three-month percentage increases and the nine-month percentage increases are consistent.
Current report
Cost of Revenue and Gross Income
Current report
Cost of revenue increased by $1.8 million, or 416%, for the nine-month period ended January 31, 2025, and by $600,000, or 416%, for the three-month period ended January 31, 2025, each as compared to the corresponding period in 2024. These increases were primarily due to the increase in amortization costs of new intellectual property or technology rights. Gross profit increased by $2.2 million, or 651%, for the three-month period ended January 31, 2025, and by $6.6 million or 651%, for the nine-month period ended January 31, 2025, as compared to the same periods in 2024, driven by our higher royalty income.
Current report
General and administrative expenses, which, in these periods, mainly related to our salaries, professional fees, and other operating expenses, increased by $2,280,120 for the nine-month period ended January 31, 2025, and by $1,996,300 for the three-month period ended January 31, 2025, in both cases from an immaterial amount in the corresponding periods in 2024. These increases were primarily driven by increases in royalty revenue for the period and by the fact that we began incurring personnel costs in preparation for YYEM becoming an operating subsidiary of a Nasdaq-listed company and expenses related to YYAI and directors’ fees.
Current report
Net Income from Operations
Current report
Net income from operations increased by $4.3 million for the nine-month period ended January 31, 2025, and by $196,000 for the three-month period ended January 31, 2025, each as compared to the corresponding period in 2024. These increases were primarily the result of the royalty income generated by new licensees in relation to the intellectual property and technology rights noted above partially offset by increases in professional fees and director fees.
Current report
We finance our operations primarily through cash generated from operations. We recorded net current assets of $15.3 million as of January 31, 2025, compared to $9.0 million as of April 30, 2024, an increase of approximately $6.3 million. Our accounts receivable increased by $9.1 million as we recognized royalty revenue over this period in accordance with our recognition policy while the credit terms of our licensees, to afford them time to monetize the licensed technology, gave them 90 days from the end of the financial year to pay.
Current report
We have no outstanding indebtedness.
Current report
Critical Accounting Policies
Current report
This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Removed paragraphs (46)
Previous report
As an inducement to the Company to complete the Acquisition, YYEM has agreed to make an aggregate payment to the Company of $5,000,000 million in cash of which $3,244,960 million has been transferred to the Company to-date. Since the Acquisition has now been consummated, the remaining $1,755,040 million in cash will be transferred to the order of J&M (defined below) instead of the Company.
Previous report
A licensee partner of YYEM that is located in China operates 200 retail stores across 40 cities. One-time subscriber matchmaker fees, reaching up to $1,500, provide the subscriber with a bespoke matchmaking service, delivered through face-to-face interactions across Hand-in-Hand branded offline stores.
Previous report
On September 13, 2023, the Company held a special meeting of stockholders in which the following items were approved: (i) the issuance of (i) 25,463 shares of the our common stock, par value $0.001 per share, that were issued on October 3, 2022, and, (ii) 295,051 shares of our common stock issuable upon exercise of pre-funded warrants at an exercise price of $0.00001 per share, (iii) 320,513 shares of common stock issuable upon the exercise of 5-Year Warrants at an exercise price of $15.60 per share, (iv) 641,026 shares of common stock issuable upon the exercise of 7.5 Year Warrants at an exercise price of $17.20 per share and (v) 452,489 shares of our common stock issuable upon the exercise of 5.5 Year Warrants at an exercise price per share equal to $8.84 per share to Armistice Capital Master Fund Ltd and (ii) a reverse stock split of our common stock within a range of one (1)-for-ten (10) to one (1)-for-forty (40) (“Reverse Stock Split”), with the Board of Directors of the Company to set the specific ratio and determine the date for the reverse stock 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. The Company effected a 1-for-40 reverse stock split of its common stock on September 25, 2023.
Previous report
On 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 1,709,097 to 9,426,952 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.
Previous report
On October 12, 2023, the Board of Directors of the Company approved an amendment to the Bylaws of the Company to reduce the percentage of shares of stock, issued and outstanding and entitled to vote, to be present in person or represented by proxy in order to constitute a quorum for the transaction of any business from a majority to thirty three and one third percent (33 1/3%).
Previous report
On May 28, 2024, the Company filed a registration statement in respect of 1,925,000 shares of its common stock consisting of (a) 349,530 Shares and (b) 1,575,470 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants and on August 21, 2024 such registration statement became effective.
Previous report
On June 27, 2024, the Company (i) increased the number of authorized shares of common stock from 300,000,000 to 1,000,000,000 and (ii) effected a 1-for-20 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.
Previous report
On October 11, 2024, the Company filed a registration statement in respect of 2,200,000 shares of its common stock, par value $0.001 per share (the “Common Stock”) that were issued on August 16, 2024 upon the exercise of pre-funded warrants issued on January 19, 2024 and on November 22, 2024 such registration statement became effective.
Previous report
The reason for the dismissal of OOC and the engagement of B&A is that due to the charges brought by the U.S. Securities and Exchange Commission (the “SEC”) against OOC for allegedly aiding and abetting a securities fraud, the risk of continuing with OOC as the Company’s auditor is no longer tolerable to the Company.
Previous report
Results of Operations for the Three Months Ended October 31, 2024 and 2023
Previous report
Net sales
Previous report
Net sales decreased $1.93 million, or -84%, during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023. The decrease was as a direct result of on-going inventory availability issues stemming back to the start of calendar 2024. The company had zero Tennis Launcher inventory (its primary revenue driver) available for sale through our e-commerce platform in North America nor to any of our international distributor-managed markets throughout the Quarter ended October 31, 2024. The majority of revenues generated within the quarter came from our limited D2C Pickleball Launcher inventory within North America.
Previous report
Cost of sales and Gross income
Previous report
Cost of sales decreased $1.21 million or -74% during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023, which is directly as a result of the decrease in net sales. Gross income decreased $0.72 million, or -111%, during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023. This reduction in gross income is driven primarily as a result of the net sales reduction.
Previous report
Selling and marketing expenses
Previous report
Selling and marketing expenses decreased $0.71 million, or -56%, during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023. This decrease is a direct result of the reduction in net sales and the associated ceasing of all Tennis and Pickleball product related marketing activities.
Previous report
General and administrative expenses, which primarily consist of compensation) and other employee-related costs, as well as legal fees and fees for professional services, decreased $0.45 million or -28% during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023. This decrease is primarily driven by the annual company insurance policies becoming due as well as the on-going legal and other professional fees related to the acquisition of.
Previous report
Loss From Operations
Previous report
Loss from operations increased by $0.9 million or 7% in the three months ended October 31, 2024 as compared to the three months ended October 31, 2023. This increase in loss in operations was driven by a combination of an $0.72 million decrease in gross profit offset by a reduction of $0.63 million in total operating expense reductions recorded in the quarter.
Previous report
Other expense
Previous report
Total other expense decreased $3.03 million or 100% during the three months ended October 31, 2024 as compared to the three months ended October 31, 2023. We recorded changes in the change in fair value of derivative liability of $14.80 million, amortization of debt discounts of $0.01 million and $0.35 million in interest expense. Excluding these improvements, we recorded an increase in derivative expense of $11.40 million, and $0.35 million for the periods to October 31, 2024 and 2023 respectively, a decrease in non-operating income of $3.03 million or 100%.
Previous report
Results of Operations for the Six Months Ended October 31, 2024 and 2023
Previous report
Net sales
Previous report
Net sales decreased $4.35 million, or -80%, during the six months ended October 31, 2024 as compared to the six months ended October 31, 2023. The decrease was as a direct result of on-going inventory availability issues stemming back to the start of calendar 2024. The company had limited Tennis Launcher inventory (its primary revenue driver) available for sale through our e-commerce platform in North America nor inventory to sell to any of our international distributor-managed markets throughout the six month ended October 31, 2024. The majority of revenues generated within the six months to October 31, 2024 came from our limited D2C Pickleball Launcher inventory within North America.
Previous report
Cost of sales and Gross income
Previous report
Cost of sales decreased $3.01 million or -78% during the six months ended October 31, 2024 as compared to the six months ended October 31, 2023, which is directly as a result of the decrease in net sales. Gross income decreased $1.34 million, or -87%, during the six months ended October 31, 2024 as compared to the six months ended October 31, 2023. This reduction in gross income is driven primarily as a result of the net sales reduction.
Previous report
Selling and marketing expenses
Previous report
Selling and marketing expenses decreased $0.28 million, or -49%, during the six months ended October 31, 2024 as compared to the six months ended October 31, 2023. This decrease is a direct result of the reduction in net sales and the associated ceasing of all Tennis product related marketing activities.
Previous report
General and administrative expenses
Previous report
General and administrative expenses, which primarily consist of compensation) and other employee-related costs, as well as legal fees and fees for professional services, increased $0.42 million or 10% during the six months ended October 31, 2024 as compared to the six months ended October 31, 2023. This increase was primarily driven by an increase in debt settlement, the annual company insurance policies becoming due for renewal and the on-going legal and other professional fees related to the acquisition of YYEM and management of the company’s Nasdaq compliance within the period.
Previous report
Loss From Operations
Previous report
Loss from operations increased by $1.45 million or 48% in the six months ended October 31, 2024 as compared to the six months ended October 31, 2023. This increase in loss in operations was driven by a combination of an $1.50 million increase in total operating expenses recorded in the quarter, coupled with a reduced in gross profit of $1.34 million.
Previous report
Other expense
Previous report
Total other expense increased $5.01 million or 124% during the six months ended October 31, 2024 as compared to the six months ended October 31, 2023. We recorded an improvement in both amortization of debt discounts of $0.79 million; in loss on conversion of accounts payable to common stock of $0.29 million; in fair value of derivatives of $16.94 million. Excluding these improvements, we recorded an increase in interest expense of $0.55 million for the periods to October 31, 2024 and 2023 respectively, an increase of 130%.
Previous report
Our financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We had an accumulated deficit of $(172,973,917) as of October 31, 2024.
Previous report
The following is a summary of our cash flows from operating, investing and financing activities for the six months ended October 31, 2024 and 2023:
Previous report
We had cash and cash equivalents of $1,642,969 as of October 31, 2024, as compared to $229,705 as of April 30, 2024.
Previous report
Net cash used in operating activities was $2,726 during the six months ended October 31, 2024, as compared to net cash used in operating activities of $(648,056) during the same period in 2023. Our net cash used in operating activities during the six months ended October 31, 2024 was primarily the result of our net loss of $(5,586,889) for the period, and our net non-cash expenses of $2,496,748, incorporating the change in fair value of derivative liability, increases in shares and warrants issued for services, share-based compensation, amortization of debt discounts, interest and interest due to related parties, settlement expense, loss on depreciation, amortization and impairment expenses, as well as changes in our current assets and liabilities related to our operations. The most notable changes occurred in our decreased levels of inventory for the six month periods, together with decreases in accounts payable, derivative liabilities, contingent consideration, amortization, fair value changes in our derivative liability, amortization of debt discounts, settlement expense and loss on settlement of accounts payable. These were offset with increases in accounts receivable, accrued interest, prepaid inventory, accrued expenses - both across accounts payable and payroll costs.
Previous report
We incurred no investing activities in either of the six-month periods ended October 31, 2024 and 2023.
Previous report
Net cash used in financing activities was $1,546,328 for the six months ended October 31, 2024, as compared to net cash provided by financing activities of $654,479 for the same period in 2023. The changes in financing activities for the six months ended October 31, 2024 primarily consisted of proceeds of $1,618,996 resulting from the exercise of warrants, and $72,668 in payments of notes payable. Changes in financing activities for the six months ended October 31, 2023 consisted of $1,276,000 in proceeds from notes payable, offset by payments of $556,025 in related party notes payable and $65.496 in notes payable.
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (16)
Previous wording
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended April 30, 2024. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information” elsewhere in this report. Because this discussion involves risks and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements*.***
Current wording
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information” elsewhere in this report. Because this discussion involves risks and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements*.***
Previous wording
On March 18, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) and a share exchange agreement (the “Exchange Agreement”) to acquire 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr. Hongyu Zhou, the sole shareholder of YYEM (“YYEM Seller”) for a combined $56 million (the “Acquisition”). $16.5 million of this amount was paid in cash on March 20, 2024 pursuant to the Purchase Agreement to acquire 20% of YYEM.
Current wording
On March 18, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) and a share exchange agreement (the “Exchange Agreement”) to acquire 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr. Hongyu Zhou, the sole shareholder of YYEM (the “YYEM Seller”) for a combined $56 million (the “Acquisition”). $16.5 million of this amount was paid in cash on March 20, 2024 pursuant to the Purchase Agreement to acquire 20% of YYEM.
Previous wording
On November 21, 2024, following Nasdaq approval of the new listing application submitted to it in connection with the Acquisition, the Company completed the purchase of 5,000 ordinary shares of YYEM, representing 50% of the issued and outstanding ordinary shares of Yuanyu Enterprise Management Co., Limited (“YYEM”), for 8,127,572 newly issued shares of Common Stock to the sole shareholder of YYEM, Mr. Hongyu Zhou, representing 55.8% of the issued and outstanding shares of Common Stock as of the date of the closing (the “Share Exchange Transaction”). As part of this transaction, the Company agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established Florida limited liability company called J&M Sports LLC (“J&M”). J&M is owned by Yonah Kalfa, former Chief Innovation Officer and director of the Company, Mike Ballardie, former President, Chief Executive Officer, Treasurer and director of the Company, Juda Honickman, former Chief Marketing Officer of the Company, and Mark Radom, former general counsel and Secretary of the Company. On November 21, 2024, the Company entered into a separation and assignment agreement (the “Separation Agreement”) with J$M, to sell, transfer and assign all or substantially all of its legacy business, assets and liabilities related to or necessary for the operations of its “Slinger Bag” business or products (the “Legacy Business”) to J$M, in consideration for $1.00. Following the Separation Agreement, J$M has obtained the sole right to and assumed all the obligations of the Legacy Business and is 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”). As a result of the completion of the Acquisition, on November 21, 2024, the Company’s directors and officers resigned from their positions on November 21, 2024. On November 19, 2024, prior to the resignation of all of the directors of the Company, the Board of Directors appointed the five (5) directors named below, with such appointment taking effect on November 21, 2024 upon the closing of the Transaction.
Current wording
On November 21, 2024, following The Nasdaq Stock Market LLC’s (“Nasdaq”) approval of the new listing application submitted to it in connection with the Acquisition, the Company completed the purchase of 5,000 ordinary shares of YYEM, representing 50% of the issued and outstanding ordinary shares of YYEM, for 8,127,572 newly issued shares of Common Stock to the YYEM Seller, representing 55.8% of the issued and outstanding shares of Common Stock as of the date of the closing (the “Share Exchange Transaction”). Upon the purchase of this additional 50%, the Company now owns 70% of YYEM; the additional 30% is reflected as non-controlling interests on the consolidated financial statements. The Company accounted for this transaction as a reverse merger and, as a result, the historical operating results are those of the accounting acquirer YYEM. As part of this transaction, the Company agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established Florida limited liability company called J&M Sports LLC (“J&M”). J&M is owned by Yonah Kalfa, former Chief Innovation Officer and director of the Company, Mike Ballardie, former President, Chief Executive Officer, Treasurer, and director of the Company, Juda Honickman, former Chief Marketing Officer of the Company, and Mark Radom, former general counsel and Secretary of the Company (Mr. Radom is currently a consultant to the Company). On November 21, 2024, the Company entered into a separation and assignment agreement (the “Separation Agreement”) with J&M, to sell, transfer, and assign all or substantially all of its legacy business, assets, and liabilities related to or necessary for the operations of its “Slinger Bag” business or products (the “Legacy Business”) to J&M, in consideration for $1.00. Under the Separation Agreement, J&M obtained the sole right to and assumed all the obligations of the Legacy Business and is liable to the Company for any losses arising from third-party claims against the Company that arise from liabilities related to the Legacy Business (the “Separation”). As a result of the completion of the Acquisition, on November 21, 2024, the Company’s directors and officers resigned from their positions on November 21, 2024. On November 19, 2024, prior to the resignation of all the directors of the Company, the Company’s Board of Directors (the “Board”) appointed the five directors named below, with such appointment taking effect on November 21, 2024 upon the closing of the Acquisition.
Previous wording
The following table lists the names, ages and positions of the individuals who now serve as executive officers and directors of the Company upon completion of the Acquisition:
Current wording
The following table lists the names, ages, and positions of the individuals who now serve as executive officers and directors of the Company following completion of the Acquisition:
Previous wording
Set forth below is a brief description of the background and business experience for the past five years of individuals who are expected to serve as executive officers and directors of the Company upon completion of the Acquisition.
Current wording
Set forth below is a brief description of the background and business experience for the past five years of these individuals.
Previous wording
Thomas graduatedmagna cum laudeand 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.
Current wording
Thomas graduatedmagna 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.
Previous wording
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.
Current wording
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 has been 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.
Previous wording
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.
Current wording
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 March 24, 2025.
Previous wording
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 a particular focus on digital strategies at both traditional retailers and technology companies, as well as in the recruitment field. He serves as the CEO of World@Meta, a Singapore-based technology company developing mobile apps and games, where maximizing user engagement is a primary objective. He also serves as a managing director of MS Consultancy Pte Ltd, a business consultancy that he founded in November 2020. 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.
Current wording
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 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.
Previous wording
The following table identifies the individual who are expected to serve as independent and non-independent board and committee members of the Company upon completion of the Acquisition:
Current wording
The following table identifies the individual who serve as independent and non-independent board and committee members of the Company following completion of the Acquisition:
Previous wording
Established in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector. YYEM owns what the Company believes is proprietary intellectual property (IP), that the Company believes is unique to this business sector, covering YYEM’s online presence as well as its offline retail store operation. Its AI matchmaker application integrates with existing Big Data models and provides an ability to connect to other larger AI models.
Current wording
Established in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector. YYEM owns proprietary intellectual property (IP), that the Company believes is unique to this business sector. Its AI matchmaker application is designed to integrate with existing Big Data models and provides the ability to connect to other larger AI models.
Previous wording
YYEM collected royalties of approximately $1.9 million (audited) in its fiscal year ended January 31, 2024 In addition, YYEM has entered into term sheets with three entities (one in Hong Kong for rights to use the IP in Japan and South Korea among other locations, one in the UK for rights to use the IP in Europe, and one in the USA for rights to use the IP in Sub-Saharan Africa, with cumulative possible revenues over the next three years of in excess of $70 million.
Current wording
YYEM collected royalties of approximately $1.9 million in its fiscal year ended January 31, 2024 In addition, YYEM has entered into term sheets with three entities — one in Hong Kong for rights to use the IP in Japan and South Korea among other locations, one in the UK for rights to use the IP in Europe, and one in the USA for rights to use the IP in Sub-Saharan Africa — with cumulative possible revenue over the next three years of more than $70 million.
Previous wording
For the quarter ended on October 31, 2024, the operations of Connexa Sports Technology Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited and Gameface are collectively referred to as the “Company.” Following the closing of the Acquisition and the separation of the Legacy Business, the Company’s historic operations are no longer be part of the Company’s operations and YYEM will be the Company’s operating subsidiary. The results of the Company’s operations for the six months ended October 31, 2024 reflect the Legacy Business operations and are not necessarily representative of what the results of operations of the Company (based on YYEM’s results of operations) will be following the closing of the Acquisition.
Current wording
For the quarter ended January 31, 2025, the operations of Connexa Sports Technologies Inc. and YYEM are collectively referred to as the “Company.” Following the closing of the Acquisition and the Separation, the Company’s historic operations are no longer part of the Company’s operations and YYEM is the Company’s operating subsidiary. The results of the Company’s operations for the nine-month period ended January 31, 2025 do not reflect the Legacy Business operations and are not representative of what the results of operations of the Company would have been if the Acquisition had not taken place.
Previous wording
On October 30, 2024, the Board of Directors and the audit committee of Connex Sports Technologies Inc. (the “Company”) approved the engagement of Bush & Associates CPA (“B&A”) as the Company’s independent registered public accounting firm for the fiscal year ended April 30, 2025, effective immediately, and dismissed Olayinka Oyebola & Co (“OOC”) as the Company’s independent registered public accounting firm.
Current wording
On October 30, 2024, the Board and the audit committee approved the engagement of Bush & Associates CPA (“B&A”) as the Company’s independent registered public accounting firm for the fiscal year ended April 30, 2025, effective immediately, and dismissed Olayinka Oyebola & Co (“OOC”) as the Company’s independent registered public accounting firm. OOC had audited the Company’s consolidated financial statements for the fiscal years ended April 30, 2023 and 2024. However, in light of charges brought by the SEC against OOC and its principal, Olayinka Oyebola, for allegedly aiding and abetting a securities fraud, the Board and audit committee considered it inadvisable to continue with OOC as the Company’s auditor.
Previous wording
OOC and its principal, Olayinka Oyebola, have been charged by the U.S. Securities and Exchange Commission (“SEC”) in connection with allegedly aiding and abetting a securities fraud. For more information regarding recent developments related to OOC, see “Risk Factors-Our former independent auditor, Olayinka Oyebola & Co. and its principal have been charged by the SEC in connection with securities fraud allegations.”
Current wording
For more information regarding recent developments related to OOC, see “Risk Factors — Our former independent auditor, Olayinka Oyebola & Co. and its principal have been charged by the SEC in connection with securities fraud allegations.”
Previous wording
The following are the results of our operations for the three months ended October 31, 2024 as compared to 2023:
Current wording
The following are the results of our operations for the nine-month period ended, and the three-month period ended, January 31, 2025 as compared to the corresponding period in 2024. In the discussion that follows the table of results, figures in the hundreds of thousands are rounded to the nearest thousand, while figures in the millions, are rounded to one decimal place,i.e., to the nearest hundred thousand.****
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Following the closing of the Acquisition, the Company sold, transferred and assigned 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 Florida limited liability company called J&M Sports LLC (“J&M”) and agreed that J&M has 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 arising from liabilities related to the Legacy Business.
Previous report — wording carried elsewhere
Until B&A was engaged on October 31, 2024, OOC was the Company’s auditor and had audited the Company’s consolidated financial statements for the fiscal years ended April 30, 2023 and 2024.
Previous report — wording carried elsewhere
The following are the results of our operations for the six months ended October 31, 2024 as compared to 2023: