Connexa Sports Technologies Inc美股招股说明书(2025-07-11版)

Debt SecuritiesWarrants you invest in any of our securities.We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discountarrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectussupplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No We are a “controlled company” as defined under the Nasdaq Stock Market Listing Rules, because our existing controlling shareholderMr. Hongyu Zhou is able to exercise a majority of the total voting power of our Common Stock. As a controlled company, we mayelect not to comply with certain Nasdaq corporate governance requirements, including the requirements to have (i) a board composedof a majority of independent directors; (ii) compensation of executive officers determined by a majority of the independent directors or directors to our board to achieve such compliance within the applicable transition periods. We currently do, and intend to continue to,comply with the Nasdaq corporate governance requirements for companies that are not controlled companies.The aggregate market value of our outstanding common stock held by non-affiliates is $6,639,457.89 based on 14,563,026 shares ofoutstanding common stock, of which 8,127,572 are held by affiliates, and a per share price of $1.0317 based on the closing sale priceof our common stock on May 8, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock ina public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENTCONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.We face risks associated with our operating subsidiary, Yuanyu Enterprise Management Co., Limited (“YYEM”) being based in theHong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China (the “PRC”). As a special administrativeregion of the PRC, Hong Kong enjoys separate governing and economic systems from that of mainland China under the principle of contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in mainland China. If we did have aVIE structure, any action by the Chinese government to disallow such structures would likely result in a material change in our operations and a material change in the value of the securities we are registering for sale, including the possibility that suchdevelopment could cause the value of our securities to significantly decline or become worthless to corporate structure, overseas listings, data- and cyberspace security, and anti-monopoly concerns, might be applicable to Hong Kong-based companies such as YYEM. If certain PRC laws and regulations were to become applicable to YYEM in the future, it could have a material adverse impact on our business, financial condition, and results of operations and on our ability to offer orcontinue to offer securities to investors, any of which could cause the value of our securities, including the shares that we areregistering for sale, to significantly decline or become worthless. One of YYEM’s licensees is based in Mainland China, which imposes various limitations, procedures, and formalities on paymentsout of China. YYEM understands from this licensee that because the royalties due under the applicable licensing agreement constitutecurrent account payments, the payment of the royalties is permitted under PRC regulations, subject to certain routine requirements, butthere can be no assurance that China’s capital controls will not hinder the ability of the licensee to make the required royalty payments on time or at all.On December 16, 2021, the PCAOB reported that it was unable to completely inspect or investigate registered public accounting firmsheadquartered in mainland China or Hong Kong because of a position taken by one or more authorities in each of those jurisdictions.However, following the signing of a Statement of Protocol with the China Securities Regulatory Commission (the “CSRC”) and the Ministry of Finance of the PRC in August 2022, the PCAOB on December 15, 2022 vacated its previous determination and confirmedthat it was now able to secure complete access to inspect and investigate registered public accounting firms headquartered in thosejurisdictions. Nevertheless, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, thePCAOB may issue a new determination. Neither our current auditor, Enrome LLP (“Enrome”), nor our former auditors, Olayinka Oyebola & Co. (“OOC”) and Bush &Associates CPA (“B&A”), is head