Connexa (YYAI) and JuCoin to Form $500M Crypto JV; Connexa Holds 51%

Connexa Sports Technologies Inc. entered into a definitive agreement with JuCoin Capital Pte Ltd to form a Singapore-based joint venture.

Rhea-AI Filing Summary

Connexa Sports Technologies Inc. entered into a definitive agreement with JuCoin Capital Pte Ltd to form a Singapore-based joint venture. Each party will contribute $250 million in cash or cryptocurrency (stablecoin, Ethereum, or Bitcoin) to the new JV, which will issue 51% of its share capital to Connexa and 49% to JuCoin. The JV will be focused on JuCoin's digital asset platform, blockchain infrastructure and Web3 applications as described.

The agreement includes a transfer lock-up that lasts until the JV's second anniversary unless both parties agree otherwise; transfers during the lock-up require the other shareholder's consent or must remain within a shareholder's corporate group. Each shareholder holds preemptive rights to purchase new JV securities. The filing excerpt is signed by the CEO, Thomas Tarala.

Positive

• Material capital commitment: Each party commits $250 million in cash or cryptocurrency to the JV
• Controlling stake for Connexa: Connexa will receive 51% of JV share capital
• Preemptive rights preserved: Each shareholder has preemptive rights to purchase new securities

Negative

• Direct cryptocurrency exposure: Contributions may be made in stablecoin, Ethereum, or Bitcoin, creating crypto asset exposure
• Transfer restrictions: Shares are locked up until the JV's second anniversary unless both parties agree, limiting transferability

Insights

Financial Analyst

TL;DR: Large, immediate capital commitment establishes material crypto exposure and majority ownership for Connexa.

The transaction commits Connexa to a $250 million capital contribution (cash or crypto) for a 51% stake in a Singapore JV centered on a cryptocurrency platform. That size of contribution is material relative to most corporate balance sheets and implies a direct operational and financial exposure to digital assets and Web3 infrastructure. The 51/49 split gives Connexa controlling equity in the JV, while preemptive rights preserve proportional ownership on future issuances. The two-year lock-up restricts share transfers, limiting near-term liquidity or partner exits. From an analyst perspective, key material impacts to monitor (not provided in this excerpt) include funding sources, consolidation accounting, and any related-party or contingency terms.

M&A / Corporate Transactions Specialist

TL;DR: Structurally standard JV with equal capital commitments but Connexa holds a governance edge via 51% ownership and lock-up terms.

The definitive agreement defines a straightforward joint venture capital structure: symmetric contributions of $250 million from each party but an asymmetric equity split (51%/49%) that provides Connexa control of the JV Company. Preemptive rights are included to protect dilution on future financings. The lock-up until the second anniversary is a customary mechanism to stabilize ownership post-closing but will limit transfer flexibility. Absent the full agreement text, material commercial terms such as governance mechanics, exit provisions, valuation mechanics for crypto contributions, and closing conditions remain unspecified in this excerpt.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Connexa (YYAI) and JuCoin agree to in the 8-K?

They entered a definitive agreement to form a Singapore-based JV in which each party will contribute $250 million in cash or cryptocurrency for equity.

How is the JV ownership split between YYAI and JuCoin?

The JV will issue 51% of its share capital to Connexa and 49% to JuCoin.

What types of contributions are permitted to fund the JV?

Contributions may be made in cash or cryptocurrency, specifically stablecoin, Ethereum, or Bitcoin.

Are there restrictions on transferring JV shares?

Yes; transfers are restricted during a lock-up that ends on the JV's second anniversary unless both parties agree otherwise; transfers require the other shareholder's consent or must stay within a shareholder's corporate group.

Do shareholders have rights to participate in future financings of the JV?

Yes; each shareholder will have preemptive rights to purchase new securities of the JV Company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/29/2025 - 08:00 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 25, 2025

Date of Report (Date of earliest event reported)

CONNEXA SPORTS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		1-41423		61-1789640
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

74 E. Glenwood Ave. #320

Smyrna, DE 19977

(Address of principal executive offices, including Zip Code)

(646) 453-0678

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		YYAI		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 25, 2025, Connexa Sports Technologies Inc. (the “Company”) and JuCoin Capital Pte Ltd (“JuCoin”) entered into a definitive agreement (the “Definitive Agreement”) to establish a joint venture company (the “JV Company”). Based in Singapore, JuCoin is a globally recognized cryptocurrency brand offering an all-in-one digital asset platform, as well as blockchain infrastructure and Web3 applications.

The parties have agreed to form the JV Company within 120 days of the Definitive Agreement to found and operate a new cryptocurrency exchange named “aiRWA,” designed to offer users a platform focused on real-world asset (RWA) cryptocurrencies and to feature the integration of artificial intelligence in its operations (the “Joint Venture”).

At the closing of the Joint Venture (the “Closing”), each of the Company and JuCoin will contribute $250 million in cash or cryptocurrency (stablecoin, Ethereum or Bitcoin). In exchange, the JV Company will issue 51% of its share capital to the Company and 49% to JuCoin. During the lock-up period, which ends on the second anniversary of the founding of the JV Company or as otherwise agreed in writing by the Company and JuCoin, transfers of shares of the JV Company are restricted and may occur only with the other shareholder’s consent or within a shareholder’s corporate group. Each shareholder will have preemptive rights to purchase new securities of the JV Company.

The board of directors of the JV Company will consist of five members, with the Company appointing three directors and JuCoin appointing two. Certain material decisions, including mergers and acquisitions, liquidations, amendments to organizational documents, and major asset sales will require the approval of both parties so long as each holds at least 20% of the JV Company’s outstanding shares.

The JV Company may establish subsidiaries to operate the cryptocurrency exchange and to provide related services, such as custody, settlement, fiat on/off ramps, and payments. The business of the JV Company is expected to include digital asset custody and settlement services, digital asset management services, digital currency payment solutions for cross-border trades, spot and derivatives trading where permitted, an institutional-grade OTC desk, and more, while striving for market-leading levels of transparency, compliance and security.

The Definitive Agreement provides that the JV Company will pursue and maintain full regulatory compliance and seek licenses in key jurisdictions, including virtual asset service provider (VASP) and money services business (MSB) licenses.

The Definitive Agreement may be terminated if the Closing has not occurred within six months of signing, by mutual agreement of the parties, or if the transaction becomes prohibited by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Joint Venture Agreement, dated August 25, 2025, by and between Connexa Sports Technologies Inc. and JuCoin Capital Pte Ltd
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Connexa Sports Technologies Inc.
	a Delaware corporation
Dated: August 29, 2025	By:	/s/ Thomas Tarala
		Chief Executive Officer