SecProbe.io

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 Connexa
Sports Technologies Inc.

 74
E. Glenwood Ave. #320

 Smyrna,
DE 19977

 June
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Connexa
 Sports Technologies Inc.

 Registration
 Statement on Form S-3, File No. 333-284188

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: June 11, 2025

 Requested
Time: 4:30 pm, Eastern Time

 Ladies
and Gentlemen:

 Connexa
Sports Technologies Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement
on Form S-3, as amended (File No. 333-284188), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that
it is declared and becomes effective at 4:30 p.m. Eastern Time on June 11, 2025, or as soon thereafter as possible.

 Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely
 yours,

 Connexa
 Sports Technologies Inc.

 /s/
 Thomas Tarala

 Thomas
 Tarala

 Chief
 Executive Officer

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Connexa
Sports Technologies Inc.

74
E. Glenwood Ave., #320

Smyrna,
DE 19977

March
5, 2025

Division
of Corporate Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Eranga Dias and Jennifer Angelini

    Re:
    Connexa
    Sports Technologies Inc.

    Registration
    Statement on Form S-3

    Filed
    on January 10, 2025

    File
    No. 333-284188

Ladies
and Gentlemen:

By
letter dated February 24, 2025 (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-3.
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-3 (the “Registration Statement”) on March 5,
2025, 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-3 filed February 14, 2025

Executive
Compensation of YYEM, page 8

    1.
    We
    note your response to prior comment 2. Please revise to additionally provide compensation disclosure that includes YYEM’s principal
    executive officer or person acting in a similar capacity and two most highly compensated executive officers other than the principal
    executive officer, or advise. Refer to Item 402(m) of Regulation S- K. In this regard, we note disclosure that appears to indicate
    Guibao Ji was the sole executive officer of YYEM, serving as YYEM’s chief financial officer for a portion of the year (August
    1, 2024, through November 20, 2024). Please revise as appropriate to clarify YYEM’s management for the entire year and provide
    compensation information accordingly.

Response:
We have clarified YYEM’s management for the entire year in the Registration Statement that Hongyu Zhou managed YYEM from February
1, 2024 to January 31, 2025, as the sole director of YYEM and was equivalent to the principal executive officer of YYEM. The compensation
information has been provided as well.

Thank
you for your assistance in reviewing this filing.

    Regards,

    /s/
    Thomas Tarala

    Thomas Tarala

    Chief Executive Officer

February 24, 2025
Thomas Tarala
Chief Executive Officer
Connexa Sports Technologies Inc.
74 E. Glenwood Ave. #320
Smyrna, DE 19977
Re:Connexa Sports Technologies Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed February 14, 2025
File No. 333-284188
Dear Thomas Tarala:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 28, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-3 filed February 14, 2025
Executive Compensation of YYEM, page 8
1.We note your response to prior comment 2. Please revise to additionally provide
compensation disclosure that includes YYEM's principal executive officer or person
acting in a similar capacity and two most highly compensated executive officers other
than the principal executive officer, or advise. Refer to Item 402(m) of Regulation S-
K. In this regard, we note disclosure that appears to indicate Guibao Ji was the sole
executive officer of YYEM, serving as YYEM's chief financial officer for a portion of
the year (August 1, 2024, through November 20, 2024). Please revise as appropriate
to clarify YYEM's management for the entire year and provide compensation
information accordingly.

February 24, 2025
Page 2
            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

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Connexa
Sports Technologies Inc.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

February
14, 2025

Division
of Corporate Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Eranga Dias and Jennifer Angelini

    Re:
    Connexa
    Sports Technologies Inc.

    Registration
    Statement on Form S-3

    Filed
    on January 10, 2025

    File
    No. 333-284188

Ladies
and Gentlemen:

By
letter dated January 28, 2025 (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-3.
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-3 (the “Registration Statement”) on February 14,
2025, 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-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.

Response:
The company has filed the unaudited interim financial statements of YYEM for the quarter ended October 31, 2024 and the pro forma financial
in a Form 8-K/A on February 6, 2025. We have incorporated the 8-K/A by reference into the Registration Statement.

The
Company, page 4

2. Please
                                            include compensation disclosure for YYEM, reflecting its fiscal year ended January 31, 2025.

Response:
We have included the compensation disclosure for YYEM, reflecting its fiscal year ended 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.

Response:
We have expanded our disclosure to discuss that Olayinka Oyebola was also the auditor for YYEM and the material related risks as requested.
We have also revised the 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.

Response:
We have revised the cover page and summary section of the Registration Statement 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.

Response:
We have revised the exhibit index to indicate that we 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.

Thank
you for your assistance in reviewing this filing.

    Regards,

    /s/
    Thomas Tarala

    Thomas
    Tarala

    Chief
    Executive Officer

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

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CONNEXA
SPORTS TECHNOLOGIES, INC.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

November
20, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Connexa
    Sports Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-282612

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: November 22, 2024

Requested
Time: 12:30 pm, Eastern Time

Ladies
and Gentlemen:

Connexa
Sports Technologies, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1, as amended (File No. 333-282612), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that
it is declared and becomes effective at 12:30 pm Eastern Time on November 22, 2024, or as soon thereafter as possible.

Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely yours,

    CONNEXA SPORTS TECHNOLOGIES, INC.

    /s/ Mike
    Ballardie

    Mike Ballardie

    Chief Executive Officer

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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

November 7, 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.
Registration Statement on Form S-1
Filed on October 11, 2024
File No. 333-282612
Dear Mike Ballardie:
            We have conducted a limited review of your 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.
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.

Risk Factors
Our independent auditor, Olayinka Oyebola & Co., has been charged by the SEC in
connection with securities fraud allegations., page 29
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 2.

November 7, 2024
Page 2
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.
            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 Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Steven Lipstein

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November
4, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Connexa
    Sports Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-282612

WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 31, 2024, in which Connexa Sports Technologies, Inc. (the “Company”)
requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time,
on November 4, 2024, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.

    Best
    Regards,

    Sincerely
    yours,

    CONNEXA
    SPORTS TECHNOLOGIES, INC.

    /s/
    Mike Ballardie

    Mike
    Ballardie

    Chief
    Executive Officer

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CONNEXA
SPORTS TECHNOLOGIES, INC.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

October
31, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Connexa
    Sports Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-282612

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: November 4, 2024

Requested
Time: 4:30 pm, Eastern Time

Ladies
and Gentlemen:

Connexa
Sports Technologies, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1, as amended (File No. 333-282612), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that
it is declared and becomes effective at 4:30 pm Eastern Time on November 4, 2024, or as soon thereafter as possible.

Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    CONNEXA
    SPORTS TECHNOLOGIES, INC.

    /s/
    Mike Ballardie

    Mike
    Ballardie

    Chief
    Executive Officer

CORRESP
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CONNEXA
SPORTS TECHNOLOGIES, INC.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

August
19, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Connexa
    Sports Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-279744

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: August 21, 2024

Requested
Time: 4:30 pm, Eastern Time

Ladies
and Gentlemen:

Connexa
Sports Technologies, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1, as amended (File No. 333-279744), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that
it is declared and becomes effective at 4:30 pm Eastern Time on August 21, 2024, or as soon thereafter as possible.

Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    CONNEXA
    SPORTS TECHNOLOGIES, INC.

    /s/
    Mike Ballardie

    Mike
    Ballardie

    Chief
    Executive Officer

CORRESP
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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

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

CORRESP
1
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Connexa
Sports Technologies Inc.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

July
29, 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.

    Registration
    Statement on Form S-1

    Filed
    on May 28, 2024

    File
    No. 333-279744

Dear
Ms. Sidwell and Ms. Purnell:

By
letter dated June 6, 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 July 29,
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 May 28, 2024

General

    1.
    We
    note that your consummation of the purchase agreement and the exchange agreement will result in change of control with YYEM, a Hong
    Kong based company, owning 82.4% of the outstanding shares of common stock. We also note that the new board of directors following
    the acquisition will be heavily based in Hong Kong. To help us better understand the transaction, please provide your analysis on
    whether you will be a China- Based company following the acquisition of YYEM. Your response should specifically address whether you
    will be based in or have the majority of your operations in China.

    Response:
    Yuanyu Enterprise Management Co., Limited (“YYEM”) was incorporated and is existing under the law of Hong Kong. During
    the fiscal year 2024, all of the Company’s revenue was generated from licensing agreements with licensees in Hong Kong. As
    of the date of this letter, YYEM has two employees in the U.S., three employees in the United Kingdom, two employees in Canada, and
    four employees in Hong Kong.

    2.
    If
    you will be a China-Based company following the acquisition of YYEM, please revise your registration statement to address each comment
    in the Division of Corporation Finance’s December 20, 2021 guidance, “Sample Letter to China-Based Companies” or
    explain why such comments are not applicable to you. Please note that the comments direct you to where the responsive disclosure
    should appear and, in some instances, disclosure is required in more than one location of your prospectus. Please ensure that you
    address all components of each comment. Please also review the Division of Corporation Finance’s July 17, 2023 guidance, “Sample
    Letter to Companies Regarding China- Specific Disclosures” and comply with all applicable comments. In your response letter,
    please identify where you have included responsive disclosure as to each comment of the guidance or tell us why certain comments
    may not apply to you.

Response:
We have addressed each applicable comment in the Division of Corporation Finance’s December 20, 2021 guidance, “Sample Letter
to China-Based Companies” (the “2021 Sample Letter”) and the Division of Corporation Finance’s July 17, 2023
guidance, “Sample Letter to Companies Regarding China- Specific Disclosures” (the “2023 Sample Letter”) and explained
why other comments are not applicable below.

2021
Sample Letter

Comment 2: Prospectus Cover Page. 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. Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of
such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory
actions by China’s government, such as those related to the use of variable interest entities and data security or
anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list
on a U.S. or other foreign exchange. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your
company. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover
page.

Response:
We have included the disclosure described above in the prospectus cover page and the prospectus summary of Amendment No. 1 to the Registration
Statement.

Comment
7: Prospectus Summary. In your summary of risk factors, disclose the risks that your corporate structure and being based in or
having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response:
We have included the disclosure described above in the prospectus summary section of Amendment No. 1 to the Registration Statement.

Comment
8: Prospectus Summary. Disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from
Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you, your
subsidiaries, or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration
of China (CAC) or any other governmental agency that is required to approve the VIE’s operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe
the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the future.

Response:
We have disclosed each permission or approval that YYEM is required obtain from Chinese authorities to operate its business, whether
YYEM is covered by permissions requirements from the CSRC, CAC or any other governmental agency, and consequences to YYEM and our investors
if YYEM (i) does not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and YYEM is required to obtain such permissions or
approvals in the future.

Comment
11: Prospectus Summary. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine
to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

Response:
We have included the disclosure described above in the prospectus summary section of Amendment No. 1 to the Registration Statement.

Comment
13: Risk Factors. We note your disclosure about the Holding Foreign Companies Accountable Act. Please expand your risk factors
to disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your
securities may be prohibited from trading or delisted. Update your disclosure to reflect that the Commission adopted rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable
to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.

Response:
We have included the disclosure described above in the risk factors section of Amendment No. 1 to the Registration Statement.

Comment
14: Risk Factors. Given the Chinese government’s significant oversight and discretion over the conduct of your business,
please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which
could result in a material change in your operations and/or the value of the securities you are registering. Also, given recent statements
by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response:
We have included the disclosure described above in the risk factors section of Amendment No. 1 to the Registration Statement.

Comment
15: Risk Factors. In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over
data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight
impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.

Response:
We have included the disclosure described above in the risk factors section of Amendment No. 1 to the Registration Statement.

Comments
#1, 3, 4, 5, 6, 9, 10, and 12 in the 2021 Sample Letter are not applicable to us because there is no variable interest entities structure
in our proposed transaction. The Company, which is the issuer and the parent company, will remain a Delaware corporation and will own
YYEM upon closing of the proposed transaction.

2023
Sample Letter

Comment
1: Item 9C of Form 10-K - Commission-Identified Issuers. We note your statement that you reviewed public filings in connection
with your required submission under paragraph (a) of Item 9C of Form 10-K. Please supplementally describe any additional materials that
were reviewed and tell us whether you relied upon any legal opinions or third-party certifications, such as affidavits, as the basis
for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or
third-party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3) of Item 9C of Form
10-K.

Response:
Not applicable to the Company, as the independent registered public accounting firm that prepared the audit report on the Company’s
financial statements included in the Registration Statement does not have a branch or office that is located in a foreign jurisdiction
where the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate companies completely because
of a position taken by an authority in the foreign jurisdiction.

Comment
2: Item 9C of Form 10-K - Commission-Identified Issuers. In order to clarify the scope of your review, please supplementally describe
the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities
are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships
on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether
you have relied upon third-party certifications, such as affidavits, as the basis for your disclosure.

Response:
None of the members of our board or the board of YYEM are officials of Chinese Communist Party, or the CCP. We have factored the individual’s
current or prior memberships on, or affiliations with, committees of the Chinese Communist Party, or the CCP, into such determination.
According to regulations issued by the CCP Central Committee, the term “official” refers to individuals holding leadership
positions in various departments or institutions of the Central Committee of the CCP, the Standing Committee of the National People’s
Congress, the State Council, the National Committee of the Chinese People’s Political Consultative Conference, the Central Commission
for Discipline Inspection, the National Supervisory Commission, the Supreme People’s Court, and the Supreme People’s Procuratorate,
as well as individuals holding leadership positions in departments or institutions of the above mentioned authorities at or above the
county level. Based on the examination of the biographies of, and the inquiries made with, all the directors of the Company and YYEM,
and the review of the official list published by the Chinese Communist Party, none of the members of our board of directors or the board
of directors of YYEM is an official of the Chinese Communist Party. In connection with such review and inquiries, the Company did not
rely upon any legal opinions or third-party certifications such as affidavits as the basis for disclosure. After taking the foregoing
steps, nothing has come to the Company’s attention suggesting that any such individual is an official of the Chinese Communist
Party or has any memberships or affiliations that could reasonably result in such individual being considered an official of the CCP.

Comment
3: Item 9C of Form 10-K - Commission-Identified Issuers. With respect to your disclosure pursuant to paragraph (b)(5) of Item
9C of Form 10-K, we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally
confirm without qualification, if true, that your and your consolidated foreign operating entities’ articles of incorporation do
not contain wording from any charter of the Chinese Commu

United States securities and exchange commission logo
June 6, 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.
Registration Statement on Form S-1
Filed on May 28, 2024
File No. 333-279744
Dear Mike Ballardie:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1 filed on May 28, 2024
General
1.We note that your consummation of the purchase agreement and the exchange agreement
will result in change of control with YYEM, a Hong Kong based company, owning 82.4%
of the outstanding shares of common stock. We also note that the new board of directors
following the acquisition will be heavily based in Hong Kong. To help us better
understand the transaction, please provide your analysis on whether you will be a China-
Based company following the acquisition of YYEM. Your response should specifically
address whether you will be based in or have the majority of your operations in China.
2.If you will be a China-Based company following the acquisition of YYEM, please revise
your registration statement to address each comment in the Division of Corporation
Finance’s December 20, 2021 guidance, “Sample Letter to China-Based Companies” or
explain why such comments are not applicable to you. Please note that the comments
direct you to where the responsive disclosure should appear and, in some instances,

 FirstName LastNameMike Ballardie
 Comapany NameConnexa Sports Technologies Inc.
 June 6, 2024 Page 2
 FirstName LastName
Mike Ballardie
Connexa Sports Technologies Inc.
June 6, 2024
Page 2
disclosure is required in more than one location of your prospectus. Please ensure that you
address all components of each comment. Please also review the Division of Corporation
Finance’s July 17, 2023 guidance, "Sample Letter to Companies Regarding China-
Specific Disclosures" and comply with all applicable comments. In your response letter,
please identify where you have included responsive disclosure as to each comment of the
guidance or tell us why certain comments may not apply to you.
3.Please file a written consent from YYEM's auditor, Olayinka Oyebola & Co., for their
report dated March 21, 2024.
4.Please provide the undertakings required by Item 17 of Form S-1.
Executive Compensation, page 89
5.Please update your compensation disclosure to reflect the fiscal year ended April 30,
2024.
Plan of Distribution, page 100
6.We note your disclosure on page 100 that your selling stockholders may sell their
securities in transactions through broker-dealers that agree with the selling stockholders to
sell a specified number of such securities at a stipulated price per security. Please confirm
your understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to the undertaking required by Item 512(a)(1)(iii) of Regulation S-K.
            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 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

United States securities and exchange commission logo
April 15, 2024
Mike Ballardie
Chief Executive Officer
Connexa Sports Technologies Inc.
2709 North Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Connexa Sports Technologies Inc.
Form 10-K for Fiscal Year Ended April 30, 2023
Filed March 25, 2024
File No. 001-41423
Dear Mike Ballardie:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Connexa
Sports Technologies Inc.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

April
10, 2024

Kevin
Stertzel

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Connexa Sports Technologies Inc.

Form
10-K for Fiscal Year Ended April 30, 2023

Filed
September 14, 2023

File
No. 001-41423

Dear
Mr. Stertzel:

By
letter dated March 29, 2024, the staff (the “Staff” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”) provided Connexa Sports Technologies Inc. (the “Company” or “we”)
with its comments to the Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended April 30, 2023 (the “2023
10-K”). We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.
For your convenience, the comments are listed below, followed by the Company’s responses.

Form
10-K for Fiscal Year Ended April 30, 2023

Report
of Independent Registered Public Accounting Firm, page F-2

1. We
                                            note your response and the amendment to your Form 10-K. Please have your independent registered
                                            public accounting firm revise the last sentence of the opinion paragraph to also refer to
                                            the financial position of the company as of April 30, 2022.

Response:

On
the date hereof, we are filing Amendment Number 2 to the 2023 10-K (the “Amendment”). The Amendment includes a revised audit
opinion that now refers to both fiscal years covered in the audit, i.e., the fiscal year ended April 30, 2023 and the fiscal year ended
April 30, 2022 with respect to the financial position of the Company. In addition, the Company is filing, as exhibits to the Amendment,
currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer.

Thank
you for your assistance in reviewing this filing.

Very
truly yours,

Mike
Ballardie

Chief
Executive Officer

Connexa
Sports Technologies Inc.

United States securities and exchange commission logo
March 29, 2024
Mike Ballardie
Chief Executive Officer
Connexa Sports Technologies Inc.
2709 North Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Connexa Sports Technologies Inc.
Amendment No. 1 to Form 10-K for Fiscal Year Ended April 30, 2023
Filed March 25, 2024
Response dated March 25, 2024
File No. 001-41423
Dear Mike Ballardie:
            We have reviewed your March 25, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 13, 2024
letter.
Amendment No. 1 to Form 10-K for Fiscal Year Ended April 30, 2023
Report of Independent Registered Public Accounting Firm, page F-2
1.We note your response and the amendment to your Form 10-K. Please have your
independent registered public accounting firm revise the last sentence of the opinion
paragraph to also refer to the financial position of the company as of April 30, 2022.

 FirstName LastNameMike Ballardie
 Comapany NameConnexa Sports Technologies Inc.
 March 29, 2024 Page 2
 FirstName LastName
Mike Ballardie
Connexa Sports Technologies Inc.
March 29, 2024
Page 2
            Please contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Connexa
Sports Technologies Inc.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

March
25, 2024

Kevin
Stertzel

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Connexa Sports Technologies Inc.

Form
10-K for Fiscal Year Ended April 30, 2023

Filed
September 14, 2023

File
No. 001-41423

Dear
Mr. Stertzel:

By
letter dated March 13, 2024, the staff (the “Staff” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”) provided Connexa Sports Technologies Inc. (the “Company” or “we”)
with its comments to the Company’s Form 10-K for the fiscal year ended April 30, 2023 (the “2023 10-K”). We
are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience,
the comments are listed below, followed by the Company’s responses.

Form
10-K for Fiscal Year Ended April 30, 2023

Report
of Independent Registered Public Accounting Firm, page F-2

1. We
                                            note the audit opinion included in your filing only provides audit coverage as of and for
                                            the year ended April 30, 2023. Please obtain from your independent registered public accounting
                                            firm, an audit opinion that provides audit coverage for all periods presented in your filing.

Response:

On
the date hereof, we are filing Amendment Number 1 to the 2023 10-K (the “Amendment”). The Amendment includes a revised audit
opinion that now refers to both fiscal years covered in the audit, i.e., the fiscal year ended April 30, 2023 and the fiscal year ended
April 30, 2022. In addition, the Company is filing, as exhibits to the Amendment, currently dated certifications from the Company’s
Chief Executive Officer and Chief Financial Officer.

Thank
you for your assistance in reviewing this filing.

Very
truly yours,

Mike
Ballardie

Chief
Executive Officer

Connexa
Sports Technologies Inc.

United States securities and exchange commission logo
March 13, 2024
Mike Ballardie
Chief Executive Officer
Connexa Sports Technologies Inc.
2709 North Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Connexa Sports Technologies Inc.
Form 10-K for Fiscal Year Ended April 30, 2023
Filed September 14, 2023
File No. 001-41423
Dear Mike Ballardie:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended April 30, 2023
Report of Independent Registered Public Accounting Firm, page F-2
1.We note the audit opinion included in your filing only provides audit coverage as of and
for the year ended April 30, 2023.  Please obtain from your independent registered public
accounting firm, an audit opinion that provides audit coverage for all periods presented in
your filing.
            In closing, 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.

 FirstName LastNameMike Ballardie
 Comapany NameConnexa Sports Technologies Inc.
 March 13, 2024 Page 2
 FirstName LastName
Mike Ballardie
Connexa Sports Technologies Inc.
March 13, 2024
Page 2
            Please contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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February
28, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Connexa
    Sports Technologies Inc.

    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333- 277336)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Connexa Sports Technologies Inc. hereby requests the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 (File No. 333-277336) (the “Registration Statement”) so that
it will become effective on Friday, March 1, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    CONNEXA
    SPORTS TECHNOLOGIES INC.

    By:
    /s/
    Mike Ballardie

    Name:
    Mike
    Ballardie

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
February 28, 2024
Mark Radom
General Counsel
Connexa Sports Technologies Inc.
2709 N. Rolling Road , Suite 138
Windsor Mill , MD 21244
Re:Connexa Sports Technologies Inc.
Registration Statement on Form S-1
Filed on February 23, 2024
File No. 333-277336
Dear Mark Radom:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CONNEXA
SPORTS TECHNOLOGIES, INC.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

November
30, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attention:
Cindy Polynice

    Re:
    Connexa Sports Technologies, Inc.

    Registration Statement on Form S-1, File No. 333-275407

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: December 4, 2023

Requested
Time: 5:00 pm, Eastern Time

Ladies
and Gentlemen:

Connexa
Sports Technologies, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1, as amended (File No. 333-275407), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that
it is declared and becomes effective at 5:00 pm Eastern Time on December 4, 2023, or as soon thereafter as possible.

Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding
this request. In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for
acceleration has been granted.

    Sincerely yours,

    CONNEXA SPORTS TECHNOLOGIES, INC.

    /s/ Mike
    Ballardie

    Mike Ballardie

    Chief Executive Officer

  cc:
  Joseph M. Lucosky, Esq.

Lahdan S. Rahmati, Esq.

United States securities and exchange commission logo
November 16, 2023
Mark Radom
General Counsel
Connexa Sports Technologies Inc.
2709 N. Rolling Road
Suite 138
Windsor Mill, MD 21244
Re:Connexa Sports Technologies Inc.
Registration Statement on Form S-1
Filed on November 8, 2023
File No. 333-275407
Dear Mark Radom:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Lipstein

CORRESP
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June
14, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Connexa
    Sports Technologies Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-259487), as amended - Concurrence in Acceleration Request

Ladies
and Gentlemen:

Northland
Securities, Inc. (“Northland”) and Spartan Capital Securities, LLC (“Spartan,” and together with
Northland, the “Representatives”), as representatives for the several underwriters for the referenced offering, pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), hereby concur in the request by Connexa
Sports Technologies Inc. that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on June 14, 2022, or at such later time as the Registrant
or its outside counsel, Lucosky Brookman LLP, may orally request by telephone call to the staff that such Registration Statement be declared
effective. The Representatives affirm that they are aware of their obligations under the Securities Act in connection with this offering.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we intend to
effect the following distribution of the Company’s Preliminary Prospectus dated June 14, 2022, through the time of effectiveness:

Preliminary
Prospectus dated June 14, 2022: 300 copies to prospective underwriters, institutional investors, dealers and others.

The
Representatives hereby represent that they are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated
under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

[Signature
Page Follows]

    NORTHLAND
    SECURITIES, INC.

    By:
    /s/
    Ted Warner

    Name:
    Ted
    Warner

    Title:
    Managing
    Director, Investment Banking

    SPARTAN
    CAPITAL SECURITIES, LLC

    By:
    /s/
    Jason Diamond

    Name:
    Jason
    Diamond

    Title:
    Head
    of Investment Banking

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Connexa
Sports Technologies Inc.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

June
14, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Connexa
    Sports Technologies Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-259487

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Connexa Sports Technologies Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared
effective at 5:00 p.m. Eastern Time on Tuesday, June 14, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Connexa
    Sports Technologies Inc.

    /s/
    Mike Ballardie

    Mike
    Ballardie

    Chief
    Executive Officer, President and Director

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SLINGER
BAG INC.

2709
N. Rolling Road, Suite 138

Windsor
Mill, MD 21244

(443)
407-7564

January
24, 2022

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mara Ransom, Nicholas Lamparski

    Re:
    Slinger
    Bag Inc.

    Registration
    Statement on Form S-1

    Filed
    September 8, 2021

    File
    No. 333-259384

Dear
Mr. Lamparski:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Slinger Bag Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to January 26, 2022, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Lucosky Brookman LLP by calling Lahdan S.
Rahmati at (732) 395-4496.

If
you have any questions regarding this request, please contact Lahdan S. Rahmati of Lucosky Brookman LLP at (732) 395-4496.

    Sincerely,

    SLINGER
    BAG INC.

    /s/
                                            Mike Ballardie

    Mike
    Ballardie

    Chief
    Executive Officer

    cc:

    Joseph
    M. Lucosky, Esq., Lucosky Brookman LLP

    Raymond
    Ressy, Esq., Lucosky Brookman LLP

United States securities and exchange commission logo
September 23, 2021
Mike Ballardie
Chief Executive Officer
Slinger Bag Inc.
2709 N. Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Slinger Bag Inc.
Registration Statement on Form S-1
Filed September 13, 2021
File No. 333-259487
Dear Mr. Ballardie:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
September 22, 2021
Mike Ballardie
Chief Executive Officer
Slinger Bag Inc.
2709 N. Rolling Road, Suite 138
Windsor Mill, MD 21244
Re:Slinger Bag Inc.
Registration Statement on Form S-1
Filed September 8, 2021
File No. 333-259384
Dear Mr. Ballardie:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Nicholas Lamparski at 202-551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joseph Lucosky

CORRESP
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Letter

LAZEX INC.

68/29 Husitska st., Zizkov,

Prague, Czech Republic 13000

Tel. 775-800-4477

Email: lazexinc@yandex.com

April 6, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:  Mr. Joshua Shainess

LAZEX INC.

Registration Statement on

Form S-1 (File No. 333-214463)

Dear Mr. Joshua Shainess:

Pursuant to Rule 461(a) of the Securities Act of 1933, as amended, LAZEX INC. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement on Form S-1 of the Company be accelerated to Tuesday, April 11, 2017 at 3:00 p.m. Eastern Time, or as soon thereafter as may be practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

Very truly yours,

By:

       /s/

 Iuliia Gitelman

 Name:

 Iuliia Gitelman

 Title:

   President, Director, Treasurer and Secretary

   (Principal Executive, Financial and Accounting Officer)

CORRESP
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March 29, 2017

LAZEX INC.

68/29 Husitska st.,

Zizkov, Prague, Czech Republic 13000

Tel. 775-800-4477

Email: lazexinc@yandex.com

March 29, 2017

Mr. Joshua Shainess

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re: Lazex Inc.

      Amendment No. 1 to Registration Statement on Form S-1

      Filed February 3, 2017

      File No. 333-214463

Dear Mr. Shainess,

Lazex Inc. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 2 to the registration statement on Form S-1 (the "Registration Statement") in response to the Commission's comments, dated February 13, 2017 (the "Comment Letter"), with reference to the Company's registration statement on Form S-1 filed with the Commission on February 3, 2017.

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

General

1. We note your response to our comment 1 and continue to believe that you meet the definition of a shell company. Please describe in greater detail the “various other activities” you have undertaken with respect to your operations. To the extent you are able to provide us with information detailing your substantive operations—beyond your investigation of market demand and preliminary negotiations with potential customers—please do so. We note the disclosure in your registration statement that you do not have sufficient capital to commence operations.

Registrant response:

We note your argument to our prior response and respectfully disagree that activities that the registrant has undertaken in the furtherance of its planned business can be classified as the activities of a shell company. We do not believe that the registrant is a “shell company” as described under Rule 405 of Regulation C under the Securities Act of 1933, as amended.  Based on our representations and the disclosure in the registration statement, management and registrant’s legal counsel are of the opinion that the registrant would not be deemed as a shell company, for the following reasons:

1. Since inception, the registrant’s management has devoted a significant amount of time to the development of the business plan, research into the potential market, raising of capital, finding its customers and conclusion of agreements with them.

2. Since inception, the registrant has actively pursued its business plan, which is inconsistent with the business plan of a shell company. As described in the registration statement, the registrant operates as travel consultant and travel guide. Our service specializing in arranging brewery tours for tourists visiting the Czech Republic. The registrant does not intend to solely engage in any activities, which would be consistent with the business plan of a shell company.

3. Our sole officer and director has specific background experience in our line of business as stated in the Form S-1. We have also disclosed additional information regarding our president’s professional activity.

4. We have registered the web-domain “lazextravel.com” to promote our services online.

5. On September 5, 2016, we signed a Services Agreement with Kezhuzh Krinz, SRO (Czech Republic). As a result of this agreement we generated $3,000 of revenue. According to this agreement, we organized the 5-day “Breweries Tour” in the City of Prague (Czech Republic). Our customer visited 4 breweries: “Pivovarsky dum”, “U Medvidku”, “Pivovary Staropramen”, “Vinohradsky pivovar”.

On October 20, 2016, we signed the second Services Agreement with Harkuska Menti Gruppa, SRO (Czech Republic) and as the result of this agreement we generated $1,800 of revenue. According to the agreement, we have organized “Craft Beer Breweries and Pubs Tour” in the City of Prague (Czech Republic) from October 27, 2016 till October 30, 2016.

On March 10, 2017, we signed a Services Agreement with Agga Spokanu, SRO (Czech Republic) and as the result of this agreement we generated $2,000 of revenue.

We continue to negotiate new agreements with our potential clients and to develop new routes for them.

6. We have already started operations and continue to develop our business and our assets consist not only of cash.

The Registrant does not believe that such activities and the various other activities it has undertaken in the furtherance of its planned business that it can be classified as “shell company”.

Please direct any further comments or questions you may have to the company at lazexinc@yandex.com

Thank you.

Sincerely,

/S/ Iuliia Gitelman

Iuliia Gitelman, President

Mail Stop 3720

February 13, 2017

Iuliia Gitelman
President
Lazex Inc.
68/29 Husitska St.
Zizkov, Prague
Czech Republic 13000

Re: Lazex Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed February 3, 2017
  File No. 333 -214463

Dear Ms. Gitelman:

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our December 2, 2016  letter .

General

1. We note your response to our comment 1 and continue to believe that you meet the
definition of a shell company.  Please describe in greater detail the “various other
activities” you have undertaken with respect to your operations.  To the extent you are
able to provide us with information detailing your substantive operations —beyond your
investigation of market demand and preliminary negotiations with potential customers —
please do so.   We note the disclosure in your registration statement that you do not have
sufficient capital to commence operations .

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you  have questions regarding comments on the

Iuliia Gitelman
Lazex Inc.
February 13, 2017
Page 2

 financial statements and related matters.  Please contact Joshua Shainess, Attorney -Adviser, at
(202) 551 -7951, Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -
3810 with any other quest ions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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Lazex Inc.

LAZEX INC.

68/29 Husitska st.,

Zizkov, Prague, Czech Republic 13000

Tel. 775-800-4477

Email: lazexinc@yandex.com

February 3, 2017

Mr. Joshua Shainess

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re: Lazex Inc.

       Registration Statement on Form S-1

       Filed November 7, 2016

       File No. 333-214463

Dear Mr. Shainess,

Lazex Inc. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 1 to the registration statement on Form S-1 (the "Registration Statement") in response to the Commission's comments, dated December 2, 2016 (the "Comment Letter"), with reference to the Company's registration statement on Form S-1 filed with the Commission on November 7, 2016.

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

General

1. A shell company, as defined under Rule 405 of the Securities Act of 1933, is a registrant that has no or nominal operations and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. As it appears that you are a shell company, please prominently disclose at the onset of your prospectus that Lazex, Inc. is currently a shell company. Disclose the consequences of that status throughout the prospectus and risk factor disclosure, such as the limitations on the ability of your security holders to use Rule 144, the restrictions on your ability to use registration statements on Form S-8, the potential reduced liquidity or illiquidity of your securities, and the potential impact on your ability to attract additional capital.

Registrant response: We do not believe that Lazex Inc. is a “shell company” as defined in Securities Act Rule 405 of Regulation C, as amended.  Rule 405 of Regulation C defines a “shell company” as a registrant that has: (1) no or nominal operations; and (2) either (i) no or nominal assets; assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Specifically, we do not believe that Lazex Inc. can be classified as having “no or nominal operations”. Our management has specific knowledge and background experience in our line of business as stated in the S-1. From inception, Lazex Inc. devoted a significant amount of time to the development of its business. In furtherance of the planned business, Lazex Inc. investigated the market demand of touristic consultation business. Additionally, we have started to negotiate agreements with potential customers. We signed service agreement on September 5, 2016 and, as the result of the agreement, we generated $3,000 of revenue. On October 20, 2016, we signed the second agreement and generated $1,800 of revenue. We do not believe that such activities and the various other activities we have undertaken in the furtherance of our planned business can be classified as having “no or nominal operations”. Additionally, Black’s Law Dictionary defines “nominal” as “…titular, existing in name only, not real or substantial; connected with the transaction or proceeding in name only, not in interest, not real or actual; merely named, stated or given, without reference to actual conditions; often with the implication that the thing named is small, slight, or the like; in comparison to what might properly be expected, as scarcely to entitled to a name…”. Considering that the Company was and remains a “development stage company”, the scope of its operations may have been constrained at certain times by its capital resources, but at no time did its operational efforts lapse. Moreover, at no time have such operations been “not real” or “existing in name only” and such operations continue today. We do not believe that Lazex Inc. is a “shell company”.

2. Please disclose whether the company, its executive, any company promoters or their affiliates intend for the company, once reporting, to be used as a vehicle for a private company to become a reporting company. Also disclose, if true, that you do not believe the company is a blank check company because the company has no plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person.

Registrant response: We have disclosed that the company’s officers and directors, any company promoters, or their affiliates for the company do not intend, once it is reporting, to be used as a vehicle for a private company to become a reporting company. We have also disclosed that we do not believe the company is a blank check company because the company has no plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person.

3. It appears that, in addition to your principal executive office being located in the Czech Republic, your sole officer and director and the company’s assets will all be located in the Czech Republic. Please include a risk factor heading and disclosure to disclose these facts and provide a discussion of the risks specific to effecting service of process, enforcing judgments, and bringing original actions in the Czech Republic. Please also discuss where you intend to conduct business, where you intend focus your marketing efforts, and what language will be used on your proposed website.

Registrant response: We have included the risk factor heading and disclosure to disclose the facts that our principal executive office is located in the Czech Republic, our sole officer and director and the company’s assets will all be located in the Czech Republic; and provided a discussion of the risks specific to effecting service of process, enforcing judgments, and bringing original actions in the Czech Republic.

We have also discussed in the “Description of Business” section where we intend to conduct business, where we intend focus our marketing efforts, and what language will be used on our proposed website.

Please direct any further comments or questions you may have to the company at lazexinc@yandex.com

Thank you.

Sincerely,

/S/ Iuliia Gitelman

Iuliia Gitelman, President

Mail Stop 3720

December 2, 2016

Iuliia Gitelman
President
Lazex Inc.
68/29 Husitska St.
Zizkov, Prague
Czech Republic 13000

Re: Lazex Inc.
Registration Statement on Form S -1
Filed  November 7, 2016
  File No. 333 -214463

Dear Ms. Gitelman :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in y our
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. A shell company, as defined under Rule 405 of the Securities Act of 1933, is a registrant
that has no or nominal operations and either: (i) no or nominal assets; (ii) assets
consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of
cash and cash equivalents and nominal other assets. As it appears that you are a shell
company, please prominently disclose at the onset of your prospectus that Lazex, Inc. is
currently a shell company. Disclose the consequences of that status th roughout the
prospectus and risk factor disclosure, such as the limitations on the ability of your
security holders to use Rule 144, the restrictions on your ability to use registration

Iuliia Gitelman
Lazex Inc.
December 2, 2016
Page 2

 statements on Form S -8, the potential reduced liquidity or illiquidity  of your securities,
and the potential impact on your ability to attract additional capital.

2. Please disclose whether the company, its executive, any company promoters or their
affiliates intend for the company, once reporting, to be used as a vehicle for a private
company to become a reporting company. Also disclose, if true, that you do not believe
the company is a blank check company because the company has no plans or intentions
to engage in a merger or acquisition with an unidentified company, companie s, entity or
person.

3. It appears that, in addition to your principal executive office being located in the Czech
Republic, your sole officer and director and the company’s assets will all be located in
the Czech Republic. Please include a risk factor headi ng and disclosure to disclose these
facts and provide a discussion of the risks specific to effecting service of process,
enforcing judgments, and bringing original actions in the Czech Republic. Please also
discuss where you intend to conduct business, wh ere you intend focus your marketing
efforts, and what language will be used on your proposed website.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comment s, 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.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Ivette Leon ,
Assistant Chief Accountant, at (202) 551 -3351  if you have questions regarding comments on the
financial statements and related matters.  Please contact William Mastrianna, A ttorney -Adviser,
at (202) 551 -3778, Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202)
551-3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications