Correspondence 0001493152-24-031714 from AIRWA INC. (YYAI)
AIRWA INC.
Date: Aug. 13, 2024 · CIK: 0001674440 · Accession: 0001493152-24-031714
AI Filing Summary & Sentiment
File numbers found in text: 333-279744
Referenced dates: August 9, 2024
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CORRESP
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filename1.htm
Connexa
Sports Technologies Inc.
2709
N. Rolling Road, Suite 138
Windsor
Mill, MD 21244
August
13, 2024
Division
of Corporate Finance
Office
of Manufacturing
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Sarah Sidwell and Erin Purnell
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
Ms. Sidwell and Ms. Purnell:
By
letter dated August 9, 2024 (the “Comment Letter”), the staff (the “Staff,” “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) provided Connexa Sports Technologies Inc. (the “Company,”
“we,” “us” or “our”) with its comment to the Company’s Registration Statement on Form S-1.
Set forth below are the Company’s responses to the Comment Letter. For your convenience, each of the Staff’s comments is
reproduced below, followed by the Company’s response to each comment. The numbered paragraphs below correspond to the numbered
comments in the Comment Letter.
Additionally,
the Company filed its Amendment No. 2 to Registration Statement on Form S-1 (the “Registration Statement”) on August 13,
2024, which reflects revisions in response to the Comment Letter and certain other updates. Unless otherwise indicated, capitalized terms
used herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses are
to page numbers in Registration Statement.
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.
Response:
We have included a description of how cash will be transferred from YYEM to the Company, and our intentions to distribute earnings or
settle amounts owed under applicable agreements on the cover page of the Registration Statement.
Summary,
page 4
2. 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 ability to settle amounts owed under applicable
agreements.
Response:
We have included a clear description of the required disclosure on page 4 of the Registration Statement.
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.
Response:
We have revised the Registration Statement to state that the Chinese government could intervene or influence your operations at any time
on the cover page, page 8, and page 27.
Thank
you for your assistance in reviewing this filing.
Regards,
/s/
Mike Ballardie
Mike Ballardie
Chief Executive Officer