Correspondence 0001493152-24-044237 from AIRWA INC. (YYAI)
AIRWA INC.
Date: Nov. 8, 2024 · CIK: 0001674440 · Accession: 0001493152-24-044237
AI Filing Summary & Sentiment
File numbers found in text: 333-282612
Referenced dates: November 7, 2024
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CORRESP
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Connexa
Sports Technologies Inc.
2709
N. Rolling Road, Suite 138
Windsor
Mill, MD 21244
November
8, 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 Jay Ingram
Re:
Connexa
Sports Technologies Inc.
Registration
Statement on Form S-1
Filed
on October 11, 2024
File
No. 333-282612
Dear
Ms. Sidwell and Mr. Ingram:
By
letter dated November 7, 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. 1 to Registration Statement on Form S-1 (the “Registration Statement”) on November 8,
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.
Registration
Statement on Form S-1 filed on October 11, 2024
Prospectus
Cover Page, page i
1. In
the paragraph discussing your auditor, please provide a cross reference to the specific risk
factor addressing the SEC charges against Olayinka Oyebola & Co. and its principal.
Response:
We have included a cross reference to the specific risk factor addressing the SEC charges against Olayinka Oyebola & Co. and its
principal on the cover page.
Risk
Factors
Our
independent auditor, Olayinka Oyebola & Co., has been charged by the SEC in connection with securities fraud allegations., page 29
2. In
this risk factor regarding Olayinka Oyebola & Co. (Chartered Accountants), please provide
additional disclosure regarding its principal, Olayinka Oyebola, and the charges alleged
against them of violations of the antifraud provisions of the federal securities laws. Acknowledge
that the relief sought includes potential civil penalties as well as permanent injunctive
relief, including an order permanently barring your auditor from acting as an auditor or
accountant for U.S. public companies or providing substantial assistance in the preparation
of financial statements filed with the Securities and Exchange Commission. Explain how such
charges and such penalties, if imposed, would impact you and any investment in your securities.
For example, if barred, you would be unable to include the financial statements reviewed
by Olayinka Oyebola & Co. in any filing made after that date. Refer to the Securities
and Exchange Commission’s press release, available at https://www.sec.gov/newsroom/press-releases/2024-157.
Please
also expand to discuss the dismissal of Olayinka Oyebola & Co., as disclosed in your Form 8-K filed November 1, 2024.
Response:
We have included the requested additional disclosure in the risk factor regarding Olayinka Oyebola & Co. We have also expanded the
discussion to include the dismissal of Olayinka Oyebola & Co.
Thank
you for your assistance in reviewing this filing.
Regards,
/s/
Mike Ballardie
Mike
Ballardie
Chief
Executive Officer