News & Events

Chairman of the board of directors — Hongyu Zhou: Mr. Hongyu Zhou resigned from the Board of Directors.

Completion of Acquisition or Disposition of Assets. The information set forth in

Entry into a Material Definitive Agreement. On January 30, 2026, AiRWA Inc. (the “ Company ”) entered into a share purchase agreement (the “ Share Purchase Agreement ”) with various sellers (the “ Sellers ”) to acquire all the share capital of Aberfeldy Holdings Limited (the “ Target ”), a Seychelles holding company owning 100% of 26 Rafael Sdn. Bhd., a Malaysian operating company (the “ Target Subsidiary ”), for $140,000,000 (the “ Consideration ”), payable in cash (the “ Transaction ”). The…

Entry into a Material Definitive Agreement. On January 14, 2026, AiRWA Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with Hongyu Zhou, the Chairman of the Company, pursuant to which the Company agreed to sell to Mr. Zhou 4,215,000 shares of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $1.37 per share of Common Stock (the “ Transaction ”). The Common Stock purchased in the Transaction c…

Unregistered Sales of Equity Securities. The information provided in

Entry into a Material Definitive Agreement. On December 18, 2025, AiRWA Inc. (the “ Company ”) entered into a share purchase agreement (the “ Purchase Agreement ”) with certain investors, pursuant to which the Company agreed to sell to such investors 15,382,378 shares (the “ Shares ”) of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $1.02 per share of Common Stock (the “ Offering ”). The Shares were offered by the Company pursuant to it…

Entry into a Material Definitive Agreement. On October 22, 2025, AiRWA Inc. (the “ Company ”) entered into a share purchase agreement (the “ Share Purchase Agreement ”) with Hongyu Zhou, the Chairman of the Company (the “ Seller ”), to acquire from the Seller 30% of the share capital of Yuanyu Enterprise Management Co., Limited (“ YYEM ”), a Hong Kong company and our operating subsidiary in which we held a 70% equity interest prior to this date, for $36,000,000 (the “ Share Purchase Considera…

above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this

Other Events. As of October 22, 2025, following the issuance of 20,000,000 shares of Common Stock pursuant to a securities purchase agreement dated June 30, 2025 in a previously disclosed private placement, and the sale of 914,503,161 shares of Common Stock in the “at-the-market” transactions under a previously disclosed sales agreement with A.G.P./Alliance Global Partners dated January 8, 2025, the Company had 949,066,180 shares of Common Stock outstanding.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As previously reported, on September 1, 2025, Kong “Luke” Liu resigned from the board of directors (the “Board”) of Connexa Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately. As an independent director, Mr. Liu was a member of the Company’s audit committee (the “Audit Committee”), nominating and corporate gov…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 1, 2025, Kong Liu resigned from the board of directors (the “Board”) of Connexa Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately. As an independent director, Mr. Liu was a member of the Board’s nominating and corporate governance committee, audit committee, and compensation committee. Mr. Liu h…

Entry into a Material Definitive Agreement. On August 25, 2025, Connexa Sports Technologies Inc. (the “ Company ”) and JuCoin Capital Pte Ltd (“ JuCoin ”) entered into a definitive agreement (the “ Definitive Agreement ”) to establish a joint venture company (the “ JV Company ”). Based in Singapore, JuCoin is a globally recognized cryptocurrency brand offering an all-in-one digital asset platform, as well as blockchain infrastructure and Web3 applications. The parties have agreed to form the…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As previously reported, on June 12, 2025, Warren Andrew Thomson resigned from the board of directors (the “Board”) of Connexa Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately. Also as previously reported, on July 9, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 9, 2025, Connexa Sports Technologies Inc. (the “ Company ”) received a letter (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that, as a result of Warren Andrew Thomson’s resignation from the Board of Directors of the Company (the “ Board ”) and the audit committee of the Board (the “ Audit Committee ”), effective June…

Entry into a Material Definitive Agreement. On June 30, 2025, Connexa Sports Technologies Inc. (Nasdaq: YYAI), a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”), providing for the private placement (“Private Placement”) of 20,000,000 units (“Unit”), each unit consisting of one (1) share of common stock, par value $0.001 per share (the “Common Stock”) and two warrants (“Warrants,”…

Unregistered Sales of Equity Securities. The information provided in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Resignation On June 12, 2025, Warren Andrew Thomson resigned from the board of directors (the “Board”) of Connexa Sports Technologies Inc. (the “Company”) and all committees thereof, effective immediately. As an independent director, Mr. Thomson was a member of the nominations, audit, and compensation committees. Mr. Thomson has confirmed…

Change in Registrant’s Certifying Accountant On March 24, 2025, the Board of Directors and the audit committee of Connexa Sports Technologies Inc. (the “Company”) approved the engagement of Enrome LLP (“Enrome”) as the Company’s independent registered public accounting firm for the fiscal year ended April 30, 2025 and dismissed Bush & Associates CPA (“B&A”) as the Company’s independent registered public accounting firm. Until the engagement of Enrome, B&A was the Company’s auditor, although i…

of Current Report on Form 8-K and Item 404(a) of Regulation S-K. 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 ca…

Completion of Acquisition or Disposition of Assets. This amendment No. 1 to Form 8-K amends our Form 8-K dated November 25, 2024, originally filed with the Securities Exchange Commission on November 25, 2024 (the “ Original Report ”). We filed the Original Report to report, among other disclosures, the completion, on November 21, 2024, of the acquisition of a majority of Yuanyu Enterprise Management Co., Limited (“ YYEM ”), whereby, among other things, Connexa Sports Technologies Inc., a Dela…