Form SC 13D - General statement of acquisition of beneficial ownership
November 29 2023 - 4:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.__)*
Connexa
Sports Technologies Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.01 per share |
(Title
of Class of Securities) |
Mark
Radom, Esq.
2709
N. Rolling Road, Ste 138
Windsor
Mill, MD
21244
(347)
677-0523 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
November
14, 2023 |
(Dates
of Events which Require Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 831445101
SCHEDULE
13D
|
Sapir
LLC |
|
1. |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
|
3. |
SEC
USE ONLY
|
|
4. |
SOURCE
OF FUNDS (see instructions)
PF |
|
5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7. |
SOLE
VOTING POWER
224,472 |
|
8. |
SHARED VOTING POWER
0 |
|
9. |
SOLE DISPOSITIVE POWER
224,472 |
|
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,472
shares of Common Stock (See Item 5) |
|
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
|
☐ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.9%
(See Item 5) |
|
14. |
TYPE
OF REPORTING PERSON (See instructions)
OO |
|
Item
1. |
Security
and Issuer. |
This
Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Connexa Sports Technologies
Inc. (the “Issuer”). The principal executive office of the Issuer is 2709 N. Rolling Road, Ste 138, Windsor Mill, MD 21244.
Item
2. |
Identity
and Background. |
(a)
This Schedule 13D is filed on behalf of Sapir LLC (the “Reporting Person”) pursuant to Rule 13d-1(a) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
(b)
The principal place of business of the Reporting Person is 2833 Smith Avenue Suite 333 Baltimore, MD 21209.
(c)
Not applicable.
(d)
The Reporting Person has not, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
The Reporting Person has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which any of them became or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f)
The Reporting Person is a limited liability company registered in the State of Florida, USA.
Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
Reporting Person received shares of common stock in lieu of cash compensation for consulting services performed for the issuer. The total
amount of the funds used to make the purchases described in Item 5 was $0.
Item
4. |
Purpose
of Transaction. |
The
Reporting Person is a consultant to the Issuer and received the shares in exchange for performing consulting services for the issuer.
The
Reporting Person intends to review its investment in the Issuer on a continuing basis and may, at any time, change or reconsider its
position and/or its purpose with regard to any or all of the foregoing. Depending on various factors including, without limitation, the
Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken
by the board of directors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Reporting
Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take
such actions with respect to its investment in the Issuer as he deems appropriate including, without limitation, purchasing additional
shares of Common Stock or selling some or all of its shares of Common Stock and/or otherwise changing his intention with respect to any
and all matters referred to in Item 4 of Schedule 13D.
Item
5. |
Interest
in Securities of the Issuer. |
(a)-(b)
The Reporting Person currently beneficially owns 224,472 shares of Common Stock, or 5.9% of the outstanding shares of Common Stock of
the Issuer, which the Issuer has indicated in its registration statement on form S-1 that was filed on November 8, 2023 (the “Registration
Statement”) to be 224,472 shares as of November 28, 2023. The Reporting Person does not share the power to vote or direct
the vote and dispose of or direct the disposition of the shares of Common Stock referred to in this Schedule 13D with any other person.
(c)
– (e) Not applicable.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
To
the knowledge of the Reporting Person, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding
or relationship (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item
7. |
Materials
to be Filed as Exhibits. |
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
November 29, 2023
|
/s/ Aitan Zacharin |
|
Aitan
Zacharin as authorized signatory of Sapir LLC |
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