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): ~~September~~February 510, ~~2024~~2025

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~~228 ~~Lytton~~Hamilton ~~Ave,~~Avenue ~~2nd~~3rd Floor

Suite ~~2061~~300

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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On ~~September~~Feb. 510th, ~~2024~~2025, ~~the~~ConneXionONE ~~Company’s Board~~Corp. of(OTC: ~~Directors~~CNNN) ~~unanimously approved~~ (the ~~resignation~~"Company") ofentered ~~Christine~~into ~~Chang~~a asStrategic ~~the~~Partnership ~~Company’s~~Agreement ~~CEO,~~with ~~effective~~YUGU ~~August~~AI 31LIMITED ("YUGU"), ~~2024.~~a ~~Ms. Chang~~leading ~~will~~provider ~~continue~~of todecentralized ~~serve~~AI ascomputing aservices. ~~director~~Under of the ~~Company.~~terms ~~The~~of ~~resignation~~this ~~was~~agreement, ~~for~~ConneXionONE ~~personal~~has ~~reasons~~been ~~and~~appointed ~~not~~ as aYUGU’s ~~result of any disagreement~~authorized ~~with~~business ~~the~~development ~~Company~~and ofsales ~~actions~~representative orto ~~policies.~~promote ~~Ms.~~and ~~Chang~~develop ~~has~~YUGU’s ~~been~~decentralized ~~shown~~AI acomputing ~~copy~~solutions ~~of this Form 8-K before its filing~~worldwide.

OnThis ~~September~~partnership 5,aligns ~~2024,~~with the Company’s ~~Board~~ ofstrategic ~~Directors~~shift ~~also~~from ~~approved~~its ~~the~~previous ~~vesting~~focus ofon ~~880,250~~social ~~restricted~~media ~~stock~~development ~~units~~to ~~(“RSUs”)~~AI computing infrastructure, enabling ConneXionONE to ~~Ms.~~expand ~~Change~~its revenue ~~which~~channels ~~represents~~by ~~25%~~leveraging ofYUGU’s ~~the RSUs~~advanced ~~previously~~AI ~~granted~~cloud computing capabilities. The agreement is expected to ~~her~~drive aslong-term ~~representing~~growth and aenhance ~~pro~~the ~~rata~~Company’s ~~allocation~~presence ~~based~~in onthe ~~time~~AI ~~served~~technology sector.

OnKey ~~September~~aspects ~~5, 2024, the Company’s Board~~ of ~~Directors also appointed Chris Chang, founder of~~ the ~~Company~~agreement ~~and its former CEO as CEO.~~include:

2· Business Development Role: ConneXionONE will lead global outreach and sales efforts to promote YUGU’s AI computing services. · Revenue Model: A commission-based revenue-sharing model will be implemented to generate sustainable income. · Market Expansion: The partnership strengthens ConneXionONE’s footprint in decentralized AI computing, targeting enterprises across industries such as biotech, fintech, and smart cities.

~~SIGNATURES~~Item 2.02 Results of Operations and Financial Condition

~~Pursuant~~The toCompany is currently in the ~~requirements~~ process of ~~the~~transitioning its ~~Securities~~business ~~Exchange~~model ~~Act~~to offocus ~~1934~~primarily on AI computing services. While Dotarazzi, the ~~registrant~~Company's ~~has~~former ~~duly~~social ~~caused~~media ~~this~~platform, ~~report~~was in early-stage development, the Company believes that the shift to beAI ~~signed~~computing onpresents ~~its~~a ~~behalf~~greater byopportunity ~~the~~for ~~undersigned~~long-term ~~hereunto duly~~revenue ~~authorized~~growth and shareholder value.

	ConneXionONE Corp.
Dated: September 9, 2024	By:	/s/ Chris Chang
		Chris Chang, Chief Executive Officer

CNNN has been actively working with IDC and telecom industry contacts to explore AI computing opportunities. The Company is engaged in initial business development discussions and expects to provide further updates on AI-related revenue generation and customer acquisitions in subsequent filings.

3Item 8.01 Other Event

The Company has issued a press release announcing this strategic shift and its partnership with YUGU AI LIMITED, which is attached as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K. The press release and strategic partnership agreement details the Company’s transition into the AI computing industry, the rationale behind this move, and its strategy for sustainable revenue growth.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated Feb. 11, 2025 announcing strategic partnership with YUGU AI LIMITED
99.2		Strategic Partnership Agreement with YuGu AI Limited
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

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: February 10, 2025	By:	/s/ Chris Chang
		Chris Chang, Chief Executive Officer

Filing Compare · ConneXionONE Corp.