SEC Comment Letter 0000000000-24-009113 to AIRWA INC. (YYAI)
AIRWA INC.
Date: Aug. 9, 2024 · CIK: 0001674440 · Accession: 0000000000-24-009113
AI Filing Summary & Sentiment
File numbers found in text: 333-279744
Letter
August 9, 2024 Mike Ballardie Chief Executive Officer Connexa Sports Technologies Inc. 2709 N. Rolling Road, Suite 138 Windsor Mill, MD 21244 Re:Connexa Sports Technologies Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on July 29, 2024 File No. 333-279744 Dear Mike Ballardie: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 6, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 Cover Page 1.Provide a description of how cash will be transferred through your organization from YYEM to the Company, and disclose your intentions to distribute earnings or settle amounts owed under applicable agreements. Summary, page 4 Provide a clear description of how cash will be transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under your operating structure. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company and U.S. investors as well as the 2.
August 9, 2024 Page 2 ability to settle amounts owed under applicable agreements. Risks Related to Ownership of Our Shares, page 8 3.We note your disclosure that the Chinese government could intervene or influence your operations. Please revise to state that the Chinese government could intervene or influence your operations at any time. Please make similar changes to your disclosure in Risk Factors on page 27. Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Steven Lipstein
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August 9, 2024
Mike Ballardie
Chief Executive Officer
Connexa Sports Technologies Inc.
2709 N. Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Connexa Sports Technologies Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed on July 29, 2024
File No. 333-279744
Dear Mike Ballardie:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 6, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.Provide a description of how cash will be transferred through your organization from
YYEM to the Company, and disclose your intentions to distribute earnings or settle
amounts owed under applicable agreements.
Summary, page 4
Provide a clear description of how cash will be transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under your
operating structure. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries, to the parent company and U.S. investors as well as the 2.
August 9, 2024
Page 2
ability to settle amounts owed under applicable agreements.
Risks Related to Ownership of Our Shares, page 8
3.We note your disclosure that the Chinese government could intervene or influence your
operations. Please revise to state that the Chinese government could intervene or influence
your operations at any time. Please make similar changes to your disclosure in Risk
Factors on page 27.
Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Steven Lipstein