M&A - Connexa Sports Technologies Inc.

Form Type: NT 10-Q

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225010595

Filing Summary: Connexa Sports Technologies Inc. is notifying the SEC of a late filing for its Form 10-Q for the fiscal quarter ended January 31, 2025. The delay is primarily due to complexities arising from the company's acquisition of a majority stake in Yuanyu Enterprise Management Co., Limited (YYEM), finalized on November 19, 2024, and the subsequent separation from its subsidiary, Slinger Bag Americas Inc., leading to a shift in business focus towards YYEM's operations. This acquisition resulted in a change of control with the Seller owning approximately 55.8% of Connexa's common stock, prompting a replacement of company officers and directors. The complexities of the Transaction and Separation have delayed the preparation of necessary financial statements for the Quarterly Report. Connexa anticipates filing the report no later than five calendar days after the original due date, and preliminary expectations suggest significant changes in financial performance as compared to prior periods.

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Form Type: S-3/A

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225009223

Filing Summary: On March 5, 2025, Connexa Sports Technologies Inc. filed an Amendment No. 2 to their Form S-3 registration statement under the Securities Act of 1933. This registration statement covers a potential offering of securities valued up to $300 million, including common stock, preferred stock, debt securities, warrants, rights, and units. The company has engaged in a recent acquisition involving Yuanyu Enterprise Management Co., Limited (YYEM), wherein they acquired a 70% stake for $56 million. Specific terms include a combination of cash and stock as part of the purchase agreement executed on March 18, 2024, and subsequent stock exchanges completed on November 21, 2024. The document outlines the terms of the securities, the process for offering them, and relevant risks associated with operations in Hong Kong and potential regulatory scrutiny by PRC authorities. The filing emphasizes the registration’s purpose of facilitating sales that might take place periodically after the registration becomes effective.

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Form Type: S-3/A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225006984

Filing Summary: Connexa Sports Technologies Inc. filed an amendment to its registration statement under Form S-3 on February 14, 2025, to propose the sale of up to $300 million in various securities including common stock, preferred stock, debt securities, warrants, rights, and units. This filing follows the company's acquisition of 70% of Yuanyu Enterprise Management Co., Limited (YYEM) from Hongyu Zhou, which involved a cash payment of $16.5 million and the issuance of shares of common stock. The document discusses the regulated nature of their operations in Hong Kong, noting risks associated with PRC laws affecting business conduct. Additionally, it highlights that the company will likely not distribute dividends in the near future and emphasizes details concerning corporate governance due to its status as a controlled company. As of the latest date, a total of $5 million is due to the company from YYEM as part of the acquisition agreement, of which approximately $4.5 million has already been paid. The filing also outlines potential risks related to financial disclosures and auditing uncertainties linked to regulations imposed by Chinese authorities.

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Form Type: 8-K/A

Filing Date: 2025-02-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225005236

Filing Summary: On November 21, 2024, Connexa Sports Technologies Inc. completed the acquisition of a majority stake in Yuanyu Enterprise Management Co., Limited (YYEM), acquiring 70% of the company in exchange for the issuance of shares of its common stock. Following this transaction, YYEM has become a majority-owned subsidiary of Connexa. This Form 8-K/A serves as an amendment to the previous filing dated November 25, 2024, ensuring it meets regulatory requirements by providing additional financial statements and data that were not included in the Original Report. The current report includes unaudited financial statements of YYEM for the three- and nine-month periods ended October 31, 2024, and 2023, as well as pro forma combined financial information for Connexa.

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Form Type: S-3

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225001505

Filing Summary: Connexa Sports Technologies Inc. filed a Form S-3 registration statement with the SEC to register up to $300 million of their securities, including common stock, preferred stock, debt securities, warrants, rights, and units. The registration comes in conjunction with the company's recent acquisition of 70% of Yuanyu Enterprise Management Co., Limited (YYEM) for $56 million, which includes a cash payment of $16.5 million for an initial 20%. Following Nasdaq’s approval, the acquisition was finalized on November 21, 2024, with the company completing a share exchange transaction for 50% ownership in YYEM via newly issued shares. The acquisition involved the divestment of Connexa's legacy business operations under Slinger Bag Americas to a newly established entity called J&M Sports LLC for $1.00. Post-acquisition, a new management team of five directors has been appointed, and the company is classified as a controlled entity under Nasdaq rules. The filing indicates that Connexa may offer and sell these securities from time to time, starting on or after the registration statement becomes effective.

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