SecProbe.io

January 28, 2025
Thomas Tarala
Chief Executive Officer
Connexa Sports Technologies Inc.
2709 N. Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Connexa Sports Technologies Inc.
Registration Statement on Form S-3
Filed January 10, 2025
File No. 333-284188
Dear Thomas Tarala:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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.
Registration Statement on Form S-3 filed January 10, 2025
Incorporation By Reference, page 2
1.We note you have incorporated by reference unaudited interim financial statements
for Yuanyu Enterprise Management ("YYEM") for the six months ended July 31,
2024. Please update your filing to include complete unaudited interim financial
statements for the quarter ended October 31, 2024. Refer to Rules 8-04 and 3-05 of
Regulation S-X. Additionally, please include pro forma financial statements as
required by Rules 8-05 and 11-01 of Regulation S-X, regarding the impacts of the
merger, the separation and the inducement payment, or tell us why you believe no pro
forma financial information is required.
The Company, page 4
Please include compensation disclosure for YYEM, reflecting its fiscal year ended 2.

January 28, 2025
Page 2
January 31, 2025.
The Company's Former Independent Registered Public Accounting Firm, page 6
3.We note disclosure that identifies Olayinka Oyebola & Co. as your former auditor and
discusses how the charges against such firm and penalties, if imposed, would impact
you and any investment in your securities. Please expand to disclose that Olayinka
Oyebola was also the auditor for YYEM and to assess the material related risks.
Without limitation, your disclosure should explain how potential restatement of
YYEM’s financial statements could impact you and investors in light of the YYEM
transaction, including the consideration paid, and the legacy business divestiture.
Please additionally revise your prospectus cover and summary section to highlight this
matter and include a cross-reference to the specific risk factor.
General
4.Please revise the cover page and summary section of your prospectus to provide
prominent disclosure about the legal and operational risks associated with being based
in or having the majority of the company’s operations in China.
5.Please revise your exhibit index to include a statement of eligibility of trustee for the
indenture. Refer to Item 601(b)(25) of Regulation S-K. If you wish to designate the
trustee on a delayed basis, as permitted by Section 305(b)(2) of the Trust Indenture
Act, additionally indicate that you will separately file the Form T-1 under the
electronic form type "305B2" in the notes to the index, and include the undertaking
contained in Item 512(j) of Regulation S-K. For further guidance, refer to Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations Questions 206.01
and 220.01.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please contact Eranga Dias at 202-551-8107 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing