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

Date of Report (Date of earliest event reported): ~~November~~May 38, ~~2023~~2024

CONNEXIONONE CORP.

(Exact name of Company as specified in its charter)

North Carolina

000-50075

30-1252905

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

530 Lytton Ave, 2^nd Floor

Suite 2061

Palo Alto, CA 94301

(Address of principal executive offices) (Zip Code)

+ 1-408-533-8155

Company’s telephone number, including area code

Not Applicable

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

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))

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~~Item 54.0201 ~~DEPARTURE~~Change OFin ~~DIRECTORS~~Registrant’s ORCertifying ~~CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~Accountant.

On ~~November~~May ~~1st~~3, ~~2023~~2024, ~~the board of directors of~~ ConneXionONE Corp. (the "“Company") learned ~~appointed~~that ~~Tingyu~~BF Borgers CPA PC (~~Christine~~“BF Borgers”) ~~Chang~~was suspended from practicing before the Securities and Exchange Commission and could no longer be its independent registered public accounting firm. On May 8, 2024, the Company engaged Beckles & Co. to replace BF Borgers as the ~~Chief~~Company’s auditor. The decision to change independent registered public accounting firms was made with the recommendation ~~Executive~~and ~~Officer~~approval ~~("CEO")~~of the board of directors of the Company:.

1.BF ~~Background~~Borgers’ ofaudit ~~Appointed~~reports ~~CEO:~~on ~~Tingyu~~the Company’s ~~(Christine)~~financial ~~Chang,~~statements ~~aged~~as ~~38, brings over a decade~~ of ~~valuable~~and ~~advisory~~for ~~experience~~the ~~specializing~~years inended ~~go-to-market~~December ~~strategies~~31, ~~global network~~2023 ~~outreach, branding,~~ and ~~community~~2022 ~~building.~~did ~~She~~not ~~holds~~contain aan ~~Master~~adverse ofopinion ~~Business~~or ~~Administration~~a ~~from~~disclaimer ~~Johns~~of ~~Hopkins~~opinion and ~~Carey~~were ~~Business School.~~not ~~Her~~qualified ~~career~~or ~~history~~modified ~~includes~~as ~~significant~~to ~~roles~~audit inscope ~~various~~or ~~organizations:~~accounting principles.

	GoSky AI, Remote (Social CRM, MarTech):
	·	Strategic Advisor, August 2022 – present
	·	Invited by the Founder & CEO, Fash Chang

During the years ended Audit Report year end, and the subsequent interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports.

	Pionex, Remote (Global AI-driven Crypto Exchange)
	·	VP of Marketing Strategy, September 2021 – December 2022
	·	Invited by the Singapore Chairman, Yong Chan

During the years ended December 31, 2023, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

	Veinte, Palo Alto (Virtual Learning Platform)
	·	Managing Director, February 2019 – September 2021
	·	Partnered with the Silicon Lake University Board in China, Steve Liang

The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated Date.

	Botrista Technology, Redwood City, CA (Robotics Beverage Automation Solutions startup)
	·	V.P. of Operations / Consultant, June 2019 – March 2020
	·	Invited by the Founder to facilitate company growth. The Company raised $4M within one year from her onboarding and $10M the following year.

SIGNATURES

~~Deep~~Pursuant ~~Brain~~to ~~Chain,~~the ~~San~~requirements of ~~Jose~~the Securities Exchange Act of 1934, CAthe ~~(An~~registrant ~~AI-driven~~has ~~Blockchain~~duly ~~Startup)~~caused ·this ~~V.P.~~report ofto ~~North~~be ~~America,~~signed ~~May~~on ~~2018~~its –behalf ~~March~~by ~~2019~~the undersigned hereunto duly authorized.

	Cheetah Mobile America, Palo Alto, CA (NYSE: CMCM): a mobile internet company, offering utility and entertaining apps to the public.
	ConneXionOne Corp.
	·	Director of Global App Marketing, September 2017 – May 2018
Dated: May 9, 2024	By:	/s/ Chris Chang
	·	Director of U.S. Marketing and Communication, February 2016 – Sep 2017
		Chris Chang, Chief Financial Officer

	GWC Global, Mountain View, CA
	·	Program Manager, May 2015 – February 2016
		Magnet Systems Inc., Palo Alto, CA
	·	Market Analyst / Project Manager, September 2013 – April 2015

The Board of Directors believes that Tingyu (Christine) Chang's diverse experience and proven track record in diverse roles and industries make her an excellent fit for the role of CEO at ConneXionONE Corp. Her strategic insights and leadership skills have consistently contributed to the growth and success of the organizations she has been a part of.

2. Compensation: Monthly Salary from the date of hire until the end of January 2024: $10,000; Starting from February 2024: $25,000.

3. Equity Grant: As part of the appointment, Ms. Chang has been granted 3,521,000 restricted stock units (“RSUs”). Each RSU represents one share of common stock, with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company.

The foregoing is only a summary of the terms of the employment agreement and the reader is directed to the employment agreement which is an exhibit hereto.

Please note that this appointment signifies the departure of the former CEO, Chris Chang, who remains a director.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Employment Agreement between the Company and Tingyu (Christine) Chang.
104	Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

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.

	ConneXionOne Corp.
Dated: November 3rd, 2023	By:	/s/ Chris Chang
		Chris Chang Chairman of the Board

Filing Compare · ConneXionONE Corp.