Item 5.06 Change in Shell Company Status

ConneXionONE Corp. (the "Company") began active business operation pursuant to its business plan which is to develop and operate a decentralized social media platform that does not have a centralized governing body and may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.

The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 defines a shell company as a company that has

(A) no or nominal operations; and,

(B) either,

(1) no or nominal assets;

(2) assets consisting solely of cash and cash equivalents; or,

(3) assets consisting of any amount of cash and cash equivalents and nominal other assets.

The determination was made based on the following:

1) The Company has begun business operations in the 2nd quarter of 2022 pursuant

to its business plan. As such, the Company does not have nominal operations.

2) On June 1, 2022, the Company has entered into a Software Development and


    Operation Service Agreement with a service provider to develop and maintain
    its social media platform application. The Company has made a total payment of
    $238,000 to the service provider for the development of the platform as of
    September 30, 2022. Under the terms of the Agreement, the Company shall own
    all copyrights and intellectual property rights thereto. The initial version
    of the application was completed on October 27, 2022 and is available for
    download by the public. As such, the Company does not have assets consisting
    of any amount or solely of cash and cash equivalents and nominal other assets.

Accordingly, pursuant to the status above, the Company is a development stage company that has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment in pursuing a legitimate business as set forth in the Company's business plan. Based on the business conducted by the Company since June 2022, the Company believes it ceased being a shell company and has remained a non-shell company since then based on the most recent quarterly filings.

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