UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2025

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from ________ to ________

 

Commission File Number: 01-41423

 

AiRWA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		61-1789640
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer 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)

 

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

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of December 19, 2025, was 18,981,535 This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

 

The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenue, profitability, cash flows, and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by any forward-looking statements.

 

Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:

 

	●	volatility related to the Company’s relatively low public float;
	●	the effects of prior acquisitions and divestitures on current and future business operations;
	●	strategic and operational uncertainties;
	●	risks associated with potential litigation, financing transactions, or acquisitions;
	●	macroeconomic, competitive, legal, regulatory, tax, and geopolitical factors; and
	●	other risks and uncertainties related to our prospects, properties, and business strategy.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events, or otherwise.

 

As used in this report, the terms “Connexa,” “Company,” “we,” “us,” and “our” refer to AiRWA, Inc., unless otherwise indicated.

 

 

TABLE OF CONTENTS

 

	Page
PART I - FINANCIAL INFORMATION:	F-1
Item 1. Financial Statements (Unaudited)	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk	7
Item 4. Controls and Procedures	7
PART II - OTHER INFORMATION:	8
Item 1. Legal Proceedings	8
Item 1A. Risk Factors	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 6. Exhibits	8
SIGNATURES	9

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

AiRWA, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)

 

		As of				As of
		October 31, 2025				April 30, 2025
		(unaudited)				(audited)
ASSETS
Current Assets:
Cash and cash equivalents		$	105,508,149			$	54,744
Investment			1,540,385				1,382,857
Accounts receivable			12,188,719				15,388,701
Amount due from related party			2,670,000				2,827,528
Deposits			25,313,776				-
Prepayments			5,885,200				-
Other receivables			10,003,838				2,742,329
Total Current Assets			163,110,067				22,396,159
Non-Current Asset:
Intangible assets, net			9,021,174				10,509,635
Total Non-Current Asset			9,021,174				10,509,635
TOTAL ASSETS		$	172,131,241			$	32,905,794
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current Liabilities:
Accrued expenses		$	2,140,275			$	2,428,131
Other payable			10,959				-
Amount due to related party			784,091				775,406
Income taxes payable			3,810,051				3,283,634
Total Current Liabilities			6,745,376				6,487,171
Total Liabilities			6,745,376				6,487,171
Commitments and Contingencies			-				-
SHAREHOLDERS’ EQUITY
Common stock, par value $0.001, 1,000,000,000 shares authorized as of both October 31, 2025 and April 30, 2025; and 18,981,535 and 291,261* shares issued and outstanding as of October 31, 2025 and April 30, 2025, respectively			949,066				14,563
Additional paid-in capital			191,380,857				19,138,786
(Accumulated deficit)/Retained earnings			(26,944,058	)			6,123,114
Total AiRWA, Inc. shareholders’ equity			165,385,865				25,276,463
Non-controlling interest			-				1,142,160
Total Shareholders’ Equity			165,385,865				26,418,623
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	172,131,241			$	32,905,794

 

*	Adjusted to reflect the Reverse Stock Split described in Note 13.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AiRWA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

FOR THE SIX-MONTH AND THREE-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)

 

		For the Six-Month Period Ended								For the Three-Month Period Ended
		October 31,				October 31,				October 31,				October 31,
		2025				2024				2025				2024
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
REVENUE		$	6,000,000			$	6,545,454				3,000,000				3,272,727
COST OF REVENUE			1,488,462				1,488,462				744,231				744,231
GROSS PROFIT			4,511,538				5,056,992				2,255,769				2,528,496
OPERATING EXPENSES
Selling and marketing expenses			450,000				-				450,000				-
General and administrative expenses			2,515,471				288,002				1,751,085				199,482
Total Operating Expenses			2,965,471				288,002				2,201,085				199,482
OPERATING INCOME			1,546,067				4,768,990				54,684				2,329,014
NON-OPERATING INCOME
Gain/(loss) on financial assets at fair value through profit or loss			157,528				178,066				(924,230	)			(390,231	)
Interest Income			19,507				32,684				793				16,342
Total Non-Operating Income/(Loss)			177,035				210,750				(923,437	)			(373,889	)
NON-OPERATING EXPENSE
Share guarantee (income)/expense			(157,528	)			(178,066	)			924,230				390,231
Total Non-Operating Expense/(Income)			(157,528	)			(178,066	)			924,230				390,231
NET INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE			1,565,574				4,801,674				55,477				2,345,356
Income tax expense			(526,417	)			(876,883	)			(277,251	)			(471,590	)
NET INCOME/(LOSS)		$	1,039,157			$	3,924,791				(221,774	)			1,873,766
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST			-				-				378,279				-
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST		$	1,039,157				3,924,791				156,505				1,873,766
Net income/(loss) per share – basic		$	0.25				13.48				(0.05	)			6.43
Net income/(loss) per share – diluted			0.25				13,48				(0.05	)			6.43
Weighted average common shares outstanding – basic			4,163,758				291,260				4,163,758				291,260
Weighted average common shares outstanding – diluted			4,163,758				291,260				4,163,758				291,260

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AiRWA, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)

 

		Shares				Amount				Additional Paid-In Capital				Accumulated Other Comprehensive Income				Accumulated Deficit/ (Retained Earnings				AiRWA, Inc. Shareholders’ Equity				Non- Controlling Interest				Total Shareholders’ Equity
Balance as of - May 1, 2024			1,828,541			$	1,828			$	176,801,473				183,541			$	(167,387,028	)			9,599,814			$	-			$	9,599,814
Stock issued for:
Service			214,128				214				2,501,602				-				-				2,501,816				-				2,501,816
Acquisition/Contingent Consideration			10				-				-				-				-				-				-				-
Exercise of warrants			505,680				506				1,617,670				-				-				1,618,176				-				1,618,176
Fractional adjustment in reverse split			110,790				111				(111	)			-				-				-				-				-
Change in comprehensive income			-				-				-				(60,733	)							(60,733	)			-				(60,733	)
Net loss for the period			-				-				-				-				(4,220,745	)			(4,220,745	)			-				(4,220,745	)
Balance as of - July 31, 2024			2,659,149			$	2,659			$	180,920,634				122,808			$	(171,607,773	)			9,438,328			$	-			$	9,438,328
Stock issued for:
Exercise of warrants			3,776,305				3,776				(2,955	)			-								821				-				821
Change in comprehensive income			-				-				-				(32,224	)			-				(32,224	)			-				(32,224	)
Net loss for the period			-				-				-				-				(1,366,144	)			(1,366,144	)			-				(1,366,144	)
Balance as of -October 31, 2024			6,435,454				6,435				180,917,679				90,584				(172,973,917	)			8,040,781				-				8,040,781
Balance as of - May 1, 2025			14,563,019			$	14,563			$	19,138,786				-			$	6,123,114				25,276,463			$	1,142,160			$	26,418,623
Balance			14,563,019			$	14,563			$	19,138,786				-			$	6,123,114				25,276,463			$	1,142,160			$	26,418,623
Net income for the period			-				-				-				-				882,652				882,652				378,279				1,260,931
Net income (loss) for the period							-				-				-				882,652				882,652				378,279				1,260,931
Balance as of - July 31, 2025			14,563,019			$	14,563			$	19,138,786				-				7,005,766				26,159,115				1,520,439				27,679,554
Balance			14,563,019			$	14,563			$	19,138,786				-				7005,766				26,159,115				1,520,439				27,679,554
Stock issued for:
Private Placement			20,000,000				20,000				4,580,000				-				-				4,600,000				-				4,600,000
At-the-market transaction			914,503,196				914,503				167,662,071				-				-				168,576,574				-				168,576,574
Fractional adjustment in reverse split			(930,084,680	)			-				-				-				-				-				-				-
Increase of shareholdings of a subsidiary			-				-				-				-				(34,106,329	)			(34,106,329	)			(1,520,439	)			(35,626,768	)
Net income for the period			-				-				-				-				156,505				156,505				-				156,505
Balance as of - October 31, 2025			18,981,535			$	949,066			$	191,380,857				-			$	(26,944,058	)			165,385,865			$	-			$	165,385,865
Balance			18,981,535			$	949,066			$	191,380,857				-			$	(26,944,058	)			165,385,865			$	-			$	165,385,865

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AIRWA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTH PERIODS ENDED OCTOBER 31, 2025 AND 2024

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)

 

		For the Six-Month Period Ended
		October 31,				October 31,
		2025				2024
		(unaudited)				(unaudited)
CASH FLOW FROM OPERATING ACTIVITIES
Net income		$	1,039,157			$	3,924,791
Adjustments to reconcile net income to net cash used in operating activities
Amortization expense			1,488,462				1,488,462
Gain on financial assets at fair value through profit or loss			(157,528	)			(178,066	)
Changes in assets and liabilities, net of acquired amounts
Accounts receivable			3,199,982				(4,176,580	)
Other receivables			(6,510,001	)			(1,757,342	)
Prepayments and deposits			(31,198,976	)			-
Accounts payable and accrued expenses			(287,855	)			-
Income taxes payable			526,417				876,883
Other payables			10,596				-
Net cash (used in)/provided by operating activities			(31,889,746	)			178,148
CASH FLOW FROM INVESTING ACTIVITY
Payment to investment in subsidiary			(36,000,000	)			-
Net cash used in investing activity			(36,000,000	)			-
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from private placement			4,600,000				-
Proceeds from ATM offering			168,576,574				-
Proceeds from exercise of warrants for cash			364				-
Amount due from related party			157,528				178,066
Amount due to related party			8,685				238,002
Net cash provided by financing activities			173,343,151				416,068
Effect of exchange rate fluctuations on cash and cash equivalents			-				-
NET INCREASE IN CASH			105,453,405				594,216
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD			54,744				39,351
CASH AND CASH EQUIVALENTS - END OF PERIOD		$	105,508,149			$	633,567

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. ORGANIZATION AND NATURE OF BUSINESS

 

SCHEDULE OF EQUITY METHOD INVESTMENTS 

Entity		Date of incorporation		Place of incorporation		Percentage of direct or indirect ownership		Principal activities
Subsidiary:
Yuanyu Enterprise Management Co., Limited		November 11, 2021		Hong Kong		100% owned by the Company		Technology licensing

 

Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on October 12, 2015. From 2019 through 2021, Lazex acquired various entities related to the manufacture and distribution of the Slinger Bag Launcher, a portable tennis ball, padel tennis ball, and pickleball launcher. In 2019, Lazex changed its name to Slinger Bag Inc.; in 2022 Slinger Bag Inc. changed its name to Connexa Sports Technologies Inc.; and on September 30, 2025, Connexa Sports Technologies Inc. changed its name to AiRWA, Inc.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. ORGANIZATION AND NATURE OF BUSINESS (cont.)

 

On March 18, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) and a share exchange agreement (the “Exchange Agreement”) to acquire 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr. Hongyu Zhou, the sole shareholder of YYEM (the “YYEM Seller”) for a combined $56 million (the “Acquisition”). $16.5 million of this amount was paid in cash pursuant to the Purchase Agreement, and the balance was required to be paid in shares pursuant to the Exchange Agreement following approval by shareholders and by Nasdaq. The Exchange Agreement also called for an inducement payment to the Company of $5 million by YYEM.

 

Nasdaq approved the transaction on November 18, 2024, and the closing of the Acquisition took place on November 21. As a result of this transaction, a change of control was effected. The shareholders of YYEM became the owners of approximately 75.3% of the issued and outstanding shares of common stock, and five directors were appointed by the YYEM Seller to replace the prior directors who had resigned. Slinger Bag Americas Inc., the Company’s wholly owned subsidiary prior to the closing, was sold to a newly established Florida limited liability company called J&M Sports LLC (“J&M”), owned by several former directors and officers of the Company, as required by the Exchange Agreement. In receiving substantially all of the then-existing assets of the Company at the closing, J&M also became responsible for all past and future liabilities related to the Slinger Bag business.

 

The transactions were accounted for as a “reverse acquisition” since they occurred immediately following the consummation of the transaction through which the shareholders and management of YYEM gained effective control of the combined company. The management of the Company is drawn predominantly from YYEM.

 

For accounting purposes, YYEM was deemed to be the accounting acquirer in the transaction, and the Company, the legal acquirer, was deemed to be the accounting acquiree.

 

The consolidated financial statements represent a continuation of the consolidated financial statements of YYEM and reflect the following:

 

(a)

The assets and liabilities of YYEM were recognized and measured in the consolidated statement of financial position at their carrying amounts before the Acquisition.

 

(b)

The identifiable assets and liabilities of the Company were recognized and measured in the consolidated financial statements at their acquisition-date fair values.

 

(c)

The retained earnings and other equity balances recognized in the consolidated financial statements are the retained earnings and other equity balances of YYEM immediately before the Acquisition.

 

(d)

The amount recognized as issued equity interest in the consolidated financial statements was determined by adding the issued equity of YYEM outstanding immediately before the Acquisition to the fair value of the purchase consideration of the acquisition. The fair value of the purchase consideration is based on the fair value of the Company at the completion date. However, the equity structure appearing in the consolidated financial statements reflects the equity structure of the Company, including the equity instruments issued by the Company to effect the Acquisition.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. ORGANIZATION AND NATURE OF BUSINESS (cont.)

 

	(e)	The consolidated statement of comprehensive income for the financial year ended April 30, 2025 reflects that of the YYEM for the full period together with the post-acquisition results of the Company.
	(f)	The comparative figures presented in the consolidated financial statements are those of YYEM.

 

Since the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM has been the sole operating subsidiary of the Company. On October 22, 2025, the Company entered into a share purchase agreement with Hongyu Zhou, now the Chairman of the Company, to acquire from him the 30% of the share capital of YYEM that it did not already own for $36,000,000, payable in cash, resulting in YYEM becoming a wholly owned subsidiary of the Company. Established in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector. YYEM’s mission is to empower global connections through innovative matchmaking technology. YYEM owns advanced patents and other proprietary technology which it licenses out, and it is using this intellectual property to develop an AI-powered matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. The Company believes YYEM’s pioneering technology has the power to transform the matchmaking industry, leading to greater success for YYEM’s licensees and their clients, and ultimately leading to more people finding successful life partnerships.

 

In August 2025, the Company signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on the tokenization of real-world assets (RWA), specifically U.S. stocks. AiRWA Exchange is not yet operational and generating revenue, but the Company has completed test runs for settling trades of tokenized U.S. equities, positioning AiRWA Exchange to offer users the ability to trade digital representations of U.S. stocks just as they would cryptocurrencies — with transactions settled within seconds and ownership recorded on the blockchain, which is accessible 24 hours per day. The Company believes AiRWA Exchange will mark a significant step toward bridging the gap between conventional financial systems and the emerging decentralized economy.

 

YYEM’s, and thus the Company’s, revenue model is currently based on licensing fees with its partners, which the Company intends to bolster through the development or acquisition of additional patents. Through YYEM, the Company generated royalties of $6 million for the six-month period ended October31, 2025.

 

YYEM was registered in Hong Kong on November 11, 2021. Its business purpose is to provide technology services. YYEM’s registered office is located at Room 4, 16/F, Ho King Commercial Centre, 2-16 Fayuen Street, Mongkok, Kowloon, Hong Kong.

 

For details of all prior operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited, and Flixsense Pty, Ltd. please see the Company’s filing on Form 10-K for the year ended April 30, 2024, filed July 25, 2024.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

 

Principles of consolidation

 

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

 

The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiary. A subsidiary is an entity over which the Company has control. Control is achieved when the Company has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns.

 

A subsidiary is consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above.

 

All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiary acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate.

 

All significant transactions and balances between the Company and its subsidiary have been eliminated.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Use of estimates

 

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and accounts receivable. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Foreign currency

 

The Company’s reporting currency is the U.S. Dollar (“USD”). The functional currencies of its subsidiaries are their respective local currencies. The determination of the respective functional currency is based on the criteria set out by ASC 830, “Foreign Currency Matters”.

 

Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income.

 

Cash and cash equivalents

 

For financial accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three months or less at the time of purchase.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Accounts receivable

 

Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers. Accounts receivable do not bear interest.

 

Since July 1, 2022, the Company early adopted Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, resulting in more timely recognition of credit losses. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of this guidance had no impact on the allowance for credit losses for accounts receivable as of October 31, 2025.

 

The Company maintains an allowance for credit losses, recorded as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive income/(loss). The Company assesses collectability by reviewing accounts receivable aging schedules.

 

In determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the ability to collect from customers. Delinquent account balances are written off against the allowance after management determines that collection is not probable.

 

For the three-month and six-month periods ended October 31, 2025 and 2024, the Company did not record any expected credit losses against accounts receivable.

 

Intangible Assets

 

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired as additional paid-in capital is the fair value at the date of acquisition. Each intangible asset with a finite life is subsequently amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each year end.

 

Impairment of long-lived assets

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the three-month and six-month periods ended October 31, 2025 and 2024 was nil.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Related party and related-party transactions

 

Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their related-party nature.

 

Accrued Expenses

 

Accrued expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date, including payroll and related expenses, interest, professional fees, and other operating costs. Accruals are based on management’s best estimates and are adjusted to actual amounts when the obligations are invoiced or settled.

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

 

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

 

	Level 1 —	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2 —	Other inputs that are directly or indirectly observable in the marketplace.
	Level 3 —	Unobservable inputs which are supported by little or no market activity.

 

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities:

 

	Market Approach	—	Uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.
	Income Approach	—	Uses valuation techniques to convert future amounts to a single present value, based on current market expectations about those future amounts.
	Cost Approach	—	Based on the amount that would currently be required to replace an asset.

 

The Company’s financial instruments consist of cash and cash equivalents and accounts receivable. The carrying amount of these financial instruments approximates fair value due to their short-term maturity.

 

As discussed in Note 7, the Company holds a Level 1 investment in a Hong Kong company that has a quoted market price. The contributor of this investment has provided a downside guarantee to ensure a minimum value, so the asset is carried at a consistent value during periods in which the per-share price of the investment is below the originally contributed amount.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Revenue recognition

 

Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of VAT. The Company adopts the five steps for the revenue recognition: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

 

Consistent with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service.

 

Royalty income

 

In the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company’s terms and conditions vary by customer and typically provide net 90-day terms.

 

The Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is provided to the customers.

 

Cost of revenue

 

The Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular technology rights, which are directly attributable to the revenue.

 

General and administrative expenses

 

General and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional fees for external legal, accounting and other consulting services, travelling expenses and other general office and administrative expenses.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Income taxes

 

The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

Prior to the acquisition by YYAI, YYEM was a limited liability company. As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.

 

Share-Based Payment

 

The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

 

Commitments and contingencies

 

The Company accrues costs associated with legal actions when such costs become probable and the amounts can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the six months ended October 31, 2025 and 2024, the Company did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

 

Earnings Per Share

 

Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.

 

All common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings per share as the effect is antidilutive.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Basic net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption value and deemed dividends on preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. The Company’s preferred shares are considered participating securities because they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary and preferred shares, whereas any undistributed net loss is allocated to ordinary shares only.

 

Diluted net income per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of preferred shares and convertible loans using the if-converted method, and ordinary shares issuable upon the vesting of restricted shares or exercise of outstanding share options, using the treasury stock method based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are excluded from the denominator of the diluted earnings per share calculation when their inclusion would be anti-dilutive.

 

Comprehensive income

 

The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Company during a period arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions to shareholders.

 

Segment reporting

 

ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

 

Based on the criteria established by ASC 280, the Company’s Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. Substantially all of the Company’s long-lived assets are located in the PRC, no geographical segments are presented.

 

Recent accounting pronouncements

 

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

In November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures,” which focuses on improving the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

 

In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures.” The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

 

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In May 2025, the FASB issued ASU 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. The standard simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026. The Company does not expect adoption of this standard to have a material impact on its financial statements.

 

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. The standard clarifies disclosure requirements for interim financial statements and is effective for interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

 

The Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 3: CONCENTRATIONS OF RISK

 

Concentration of customer risk

 

The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable:

 

SCHEDULE OF CONCENTRATIONS OF CREDIT RISK 

		As of October 31, 2025				As of April 30, 2025
Customer A			55	%			44	%
Customer D			25	%			26	%
Customer E			20	%			30	%
Concentration of customer risk			20	%			30	%

 

Concentration of credit risk

 

The Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration. As of October 31, 2025 and April 30, 2025, the Company held cash and cash equivalents of $105,508,149 and $54,744, respectively, substantially all of which were maintained with major financial institutions that management believes to have high credit quality.

 

Accounts receivable totaled $12,188,719 and $15,388,701 as of October 31, 2025 and April 30, 2025, respectively, and are derived from customer transactions. The Company’s accounts receivable and revenue are concentrated among three major customers, which together accounted for approximately 100% of total accounts receivable and total revenue for the six-month periods ended, and the three-month periods ended, October 31, 2025 and October 31, 2024.

 

The Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when necessary.

 

Note 4: INTANGIBLE ASSETS

 

Technology rights are stated at cost less accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over their estimated useful lives of five years.

 SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS

Schedule of Acquisition of Intangible Asset – Technology Right
Date		Note		Amount
02/01/2022		Hey Yuan metaverse Marriage and Love social platform		$	384,515
02/01/2023		Shangou secure shopping			1,200,000
02/01/2023		Xinjudi creative base system			1,300,100
01/31/2024		Safe transaction method of payment with QR code			1,500,000
01/31/2024		Multifunctional network information security server			1,500,000
01/31/2024		Internet of things trade follow up method			1,500,000
01/31/2024		Retail information management control			1,500,000
01/31/2024		Live scene video automatic production system			1,500,000
01/31/2024		Video chat method and other storage media			1,500,000
01/31/2024		Speech recognition and other methods			1,500,000
01/31/2024		Data processing method and other storage media			1,500,000
Total				$	14,884,615

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 4: INTANGIBLE ASSETS (cont.)

 

Schedule of Amortization of Intangible Asset – Technology Right
Date		Note		Amount
10/31/2025		Cost		$	14,884,615
10/31/2025		Accumulated amortization			(5,863,441	)
Net value of Intangible Asset – Technology Right as of October 31, 2025				$	9,021,174

 

Schedule of Amortization of Intangible Asset – Technology Right
Date		Note		Amount
4/30/2025		Cost		$	14,884,615
4/30/2025		Accumulated amortization			(4,374,980	)
Net value of Intangible Asset – Technology Right as of April 30, 2025				$	10,509,635

 

Amortization expense for the six months ended October 31, 2025 and 2024 was approximately $1,488,462 and $1,488,462 respectively. These amounts are included in cost of revenue in the consolidated statements of operations and comprehensive income.

 

Note 5: REVENUE – SEGMENT REPORTING BY GEOGRAPHIC REGION

 

The following represents the Company’s revenue segmented by geographic region for the six months ended October 31, 2025 and 2024.

SCHEDULE OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION 

Location		For the six months ended October 31, 2025				For the six months ended October 31, 2024
Hong Kong		$	2,500,000			$	2,727,273
United Kingdom			1,500,000				1,636,363
United States of America			2,000,000				2,181,818
Total		$	6,000,000			$	6,545,454

 

Note 6: ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE 

		As of				As of
		October 31, 2025				April 30, 2025
Accounts receivable		$	12,188,719			$	15,388,701

 

As of October 31, 2025 and April 30, 2025, all accounts receivable were due from third-party customers. The provisions for credit losses were nil as of October 31, 2025 and April 30, 2025.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 7: INVESTMENT

 

This represents a quoted investment in Brightstar Technology Group Co., Ltd. as of October 31, 2025, a company listed on the Hong Kong Stock Exchange. The contributor of this investment has provided a downside guarantee to ensure a minimum value. The investment’s fair value is assessed annually, with gains or losses recognized in the financial statements.

 

Losses are recorded under “Financial assets at fair value through profit or loss”. Where the fair value falls below the guaranteed amount, the shortfall is compensated by the director under the guarantee arrangement, and the compensation is recognized as “Shares guarantee income”.

 

Note 8: DEPOSITS

 

As of October 31, 2025, the Company had deposits totaling $25,313,776 The Company’s deposits primarily consist of refundable advance payments made to marketing and advertising service providers, as well as a refundable advance payment made to a technology development vendor in Malaysia. These deposits relate to ongoing operations and business expansion activities and will be applied against future services or refunded in accordance with the terms of the related agreements. Management will continue to assess the Company’s business strategy and options in light of evolving market opportunities and circumstances and will adjust its plans or business strategy and the deployment of its working capital as it deems most appropriate and advantageous to the Company’s.

 

Note 9: PREPAYMENTS

 

As of October 31, 2025, the Company had prepayments totaling $5,885,200 including advance payments for services and rental prepayments under existing lease agreements. These amounts will be recognized as expenses over the applicable periods.

 

Note 10: OTHER RECEIVABLES

 

As of October 31, 2025, the Company had other receivables of $10,003,838 primarily representing interest-bearing loans to third parties. Interest income is recognized on the accrual basis in accordance with the contractual terms of the underlying loan agreements. Management will continue to assess the Company’s business strategy and options in light of evolving market opportunities and circumstances and will adjust its plans or business strategy and the deployment of its working capital as it deems most appropriate and advantageous to the Company.

 

SCHEDULE OF OTHER RECEIVABLES

		As of October 31, 2025				As of April 30, 2025
Loans to third parties		$	9,737,929			$	2,662,718
Loan interest receivable			98,324				79,611
Rental			167,585				-
Total		$	10,003,838			$	2,742,329

 

Note 11: AMOUNT DUE FROM RELATED PARTY

 

Nature of relationships with related party

 

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name		Relationship with the Company
Hongyu Zhou		Shareholder and director of the Company

 

Transaction with related party

 

		Name		As of October 31, 2025				As of April 30, 2025
Amount due from related party		Hongyu Zhou			2,670,000				2,827,528
Amount due to related party		Hongyu Zhou			784,091				775,406

 

The balances of $2,670,000 and $2,827,528 as of October 31, 2025 and April 30, 2025, respectively, represent amounts receivable from a director under the downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd.

 

Under the guarantee arrangement, the director is obligated to compensate the Company for any decline in the investment’s fair value below the guaranteed amount. Such compensation is recognized as Shares guarantee income in the statement of profit or loss. Management expects this receivable to be fully settled in the normal course of business.

 

The balances of $784,091 and $775,406 as of October 31, 2025 and April 30, 2025, respectively, represent amounts payable to a director for expenses paid on behalf of the Company.

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 12: ACCRUED EXPENSES

 

The following is a summary of accrued expenses as of October 31, 2025 and April 30, 2025, respectively.

SCHEDULE OF ACCRUED EXPENSES 

		As of October 31, 2025				As of April 30, 2025
Accrued salaries and benefits – management		$	517,500			$	477,500
Accrued signing bonus			300,000				300,000
Accrued success fee			1,000,000				1,000,000
Amount due from bank			-				2,488
Accrued directors’ fees			160,000				150,000
Accrued professional fees			162,775				498,143
Total		$	2,140,275			$	2,428,131

 

Note 13: SHAREHOLDERS’ EQUITY

 

The Company has 1,000,000,000 shares of common stock authorized with a par value of $0.001 per share. As of October 31, 2025 and 2024, the Company had 18,981,535 and 128,709 shares of common stock issued and outstanding, respectively (on a split-adjusted basis).

 

 

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 13: SHAREHOLDERS’ EQUITY (cont.)

 

For the period from May 1, 2024 through July 31, 2024, the Company issued 16,613 shares of common stock to true-up shares related to the February 22, 2022 acquisition of PlaySight Interactive Ltd., for services rendered, for the exercise of warrants, and to round up fractional shares as part of a 1-for-20 reverse stock split.

 

For the period from August 1, 2024 through October 31, 2024, the Company issued 75,527 shares of common stock for the exercise of warrants.

 

For the period from November 1, 2024 through July 31, 2025, the Company issued 162,552 shares of common stock to complete the acquisition of YYEM.

 

On August 19, 2025, in connection with a private placement entered into on June 30, 2025, the Company issued 400,000 shares of common stock (together with five-year warrants to purchase 800,000 shares of common stock at an exercise price of $44.50). At $11.50 per unit (each consisting of a share and two warrants), the private placement raised $4,600,000 for the Company.

 

For the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268 shares to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50, which became effective on October 27, 2025 (the “Reverse Stock Split”). In this period, the Company also sold 18,290,063 shares in “at the market offerings”, generating gross proceeds of $175,614,186 (approximately $168,576,574 after the payment of commission, fees and expenses).

 

All share figures in these financial statements and notes are adjusted to reflect the Reverse Stock Split except where stated otherwise.

 

Note 14: COMMITMENTS AND CONTINGENCIES

 

The Company was not subject to any legal proceedings during the six months ended October 31, 2025, and there are currently no legal proceedings, to which it is a party, which could have a material adverse impact on its financial position, results of operations, or liquidity.

 

Note 15: SUBSEQUENT EVENTS

 

In the month of November 2025, the Company sold 3,516,625 shares under its ATM facility, generating $3,604,594 of gross proceeds ($3,485,598 after the payment of commission, fees and expenses).

 

On December 22, 2025, the Company closed a registered direct offering, selling 15,382,378 shares at $1.02 and raising $15,689,990 (approximately $14,773,528 after the payment of commission, fees and expenses).

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements and the related notes appearing in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties, and assumptions. You should read the “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” sections of our Form 10-K for the period ended April 30, 2025 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All dollar figures expressed in terms of millions are rounded to one decimal place. All percentages are calculated using the unrounded underlying figures and rounded to the nearest whole number.

 

Business Overview

 

We operate through Yuanyu Enterprise Management Co., Limited (“YYEM”), a Hong Kong-based subsidiary established in November 2021 that is engaged in the emerging love and marriage market sector.

 

YYEM’s mission is to empower global connections through innovative matchmaking technology. We own advanced patents and other proprietary technology which we license out, and we are using this intellectual property to develop an AI-powered matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. We believe our pioneering technology has the power to transform the matchmaking industry, leading to greater success for our licensees and their clients, and ultimately leading to more people finding successful life partnerships.

 

We have license agreements in place with various entities to use the IP in numerous countries across Asia, Europe, and Africa, generating royalties of $6.0 million in the six months ended October 31, 2025.

 

In January 2025, as part of our efforts to diversify our revenue streams, we announced the development of a social networking vertical, through which we would provide content to TikTok and similar social media ventures. Our revenue relating to social networking will depend on performance-based conversion metrics. We expect this business to begin generating revenue in the current fiscal year.

 

In August 2025, we signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on the tokenization of real-world assets (RWA), specifically U.S. stocks. AiRWA Exchange is not yet operational and generating revenue, but we have successfully completed test runs for settling trades of tokenized U.S. equities, positioning AiRWA Exchange to offer users the ability to trade digital representations of U.S. stocks with the same simplicity and speed as cryptocurrencies — with transactions settled within seconds and recorded on the blockchain’s immutable ledger, which is accessible 24 hours per day. We believe AiRWA Exchange will mark a significant step toward bridging the gap between conventional financial systems and the emerging decentralized economy.

 

To support the development of our AiRWA Exchange, we intend to leverage our commercial relationships, launching our Exchange services to our JV partner’s millions of users to help scale the Exchange’s operations more quickly, and partnering with a leading provider of digital asset intelligence and security solutions, to add advanced monitoring, threat detection, and compliance capabilities for the long-term integrity of the AiRWA Exchange ecosystem.

 

Our change of name to AiRWA, Inc. reflects our intention to make AiRWA Exchange core to our business and to focus on our goal of enhancing global access to tokenized financial products.

 

Fundraising and Corporate Developments

 

Private Placement

 

On August 19, 2025, we completed a private placement, issuing 20,000,000 units (each unit comprising one share of common stock and two five-year warrants with an exercise price of $0.89 and cashless exercise if no effective registration is in place), which raised gross proceeds of $4,600,000, without taking into account any exercise of the warrants.

 

ATM Facility

 

Under a prospectus supplement dated August 22, 2025 that amends the prospectus supplement dated June 11, 2025 and its accompanying prospectus dated June 11, 2025, filed with the Securities and Exchange Commission as part of our registration statement on Form S-3 (File No. 333-284188) relating to the offer and sale of our common stock through A.G.P./Alliance Global Partners (“A.G.P.”) in “at the market offerings” (the “ATM facility”) as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the sales agreement with A.G.P. dated as of January 8, 2025, the amount we could raise under our ATM facility was specified to be $200 million. As of December 15, 2025, we had sold 21,775,662 shares (adjusted for the Reverse Stock Split) and raised $177,099,426 following payment to the Placement Agent of 3% of the gross proceeds and certain other expenses.

 

 

Acquisition

 

On October 22, 2025, we entered into a share purchase agreement with Mr. Zhou, the Chairman of the Company, to acquire from him the 30% of the share capital of our YYEM operating subsidiary that we did not already own for $36,000,000, payable in cash.

 

Reverse Split

 

Also on October 22, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 1-for-50 (the “Reverse Stock Split”), which became effective on October 27, 2025.

 

Components of Results of Operations

 

Revenue

 

Our revenue is generated from license fees paid by customers for the use of our technology.

 

Expenses

 

Cost of revenue consists primarily of amortization charges against intangible assets (specifically, technology rights), which are directly attributable to revenue.

 

General and administrative expense primarily consists of salaries and benefits for employees involved in general corporate functions; professional fees for external legal, accounting, and other consulting services; travel expenses; and other general office and administrative expenses.

 

Gross Profit

 

Gross profit is calculated as revenue less cost of revenue.

 

Results of Operations

 

Six months ended, and three months ended, October 31, 2025 compared to the six months ended, and three months ended, October 31, 2024

 

The following are the results of our operations for the six-month period ended, and the three-month period ended, October 31, 2025, as compared to the corresponding periods a year earlier:

 

		Six Months Ended October 31,								Change								Three Months Ended October 31,								Change
		2025				2024				Amount				%				2025				2024				Amount				%
Revenue		$	6,000,000			$	6,545,454				(545,454	)			-8	%		$	3,000,000				3,272,727			$	(272,727	)			-8	%
Cost of Revenue			1,488,462				1,488,462				-				0	%			744,231				744,231				-				0	%
Gross Profit			4,511,538				5,056,992				(545,454	)			-11	%			2,255,769				2,528,496				(272,727	)			-11	%
Operating Expenses:
Selling and Marketing Expenses			450,000				-				450,000				100	%			450,000				-				450,000				100	%
General and Administrative Expenses			2,515,471				288,002				2,227,469				773	%			1,751,085				199,482				1,551,603				778	%
Total Operating Expenses			2,965,471				288,002				2,677,469				930	%			2,201,085				199,482				2,001,603				1,003	%
Operating Income			1,546,067				4,768,990				(3,222,923	)			-68	%			54,684				2,329,014				(2,274,331	)			-98	%

 

 

Revenue

 

Our revenue decreased by $0.5 million, or 8%, from $6.5 million for the six-month period ended October 31, 2024 to $6.0 million for the six-month period ended October 31, 2025, Our revenue decreased by $0.3 million or 8.0% from $3.2 million for the three- month period ended October 31, 2024 to $3.0 million for the three-month period ended October 31, 2025 which was attributable to a minor timing difference resulting from the dates on which the various license agreements were signed

 

Cost of Revenue

 

Our cost of revenue did not change because it consists of the amortization of our IP intangible assets, which remained constant.

 

Selling and Marketing Expenses

 

Our selling and marketing expenses were $0.5 million in the six-month and three-month periods ended October 31, 2025 as we began amortizing agent fees in relation to the Company’s previously announced TikTok advertising business.

 

General and Administrative Expenses

 

General and administrative expenses, which mainly consist of salaries, professional fees, and other general office and administrative expenses, increased by $2.2 million, from $0.3 million to $2.5 million, for the six-month period ended October 31, 2025 compared with the same period a year earlier. These expenses increased by $1.55 million, from $0.2 million to $1.75 million, for the three-month period ended October 31, 2025 compared with the same period a year earlier. These increases were primarily driven by higher costs relating to YYEM becoming an operating subsidiary of a Nasdaq-listed company, which occurred in November 2024, between the two comparison periods. These costs included audit fees, investor relations consulting fees, legal fees, insurance premiums, and directors’ and officers’ compensation.

 

Liquidity and Capital Resources

 

We finance our operations primarily through cash generated from financing activities. We had working capital, or net current assets, of $156.0 million as of October 31, 2025, compared to $15.9 million as of April 30, 2025, an increase of approximately $140.5 million, or 884%. In comparison with April 30, 2025, our accounts receivable as of October 31, 2025, decreased by $3.0 million as a result of collections from a major customer during the quarter. The reduction was driven by the receipt of payments on outstanding invoices and reflects normal fluctuations in working capital related to the timing of billings and collections. As of October 31, 2025, we had retained earnings of $27 million.

 

Our cash and cash equivalents increased by about $105.45 million, from $0.05 million as of April 30, 2025 to $105.5 million as of October 31, 2025, because of the settlement of accounts receivable and as a result of the funds we raised under our ATM facility, as described above.

 

The following is a summary of our cash flows from operating, investing, and financing activities for the six-month periods ended October 31, 2025 and 2024:

 

		Six Months Ended October 31,								Change
		2025				2024				Amount				%
Cash Flow (Used in)/Provided by Operating Activity		$	(31,889,746	)		$	178,148			$	(32,067,894	)			18,001	%
Cash Flow Used in Investing Activity			(36,000,000	)			-				(36,000,000	)			N/A
Cash Flow Provided by Financing Activities		$	173,343,151			$	416,068			$	172,927,083				41,562	%

 

Net cash used in operating activities was $31.9 million for the six-month period ended October 31, 2025, compared with $0.2 million of net cash provided by operating activities for the same period in the prior year, a decline of $32.1 million in operating cash flow. This change was driven primarily by deposits, prepayments and other receivables, namely a $377 million decline in net current assets as a result of higher deposits and prepayments made in connection with new business activities and advance payments for services and rental obligations. These amounts required cash outflows during the period, which were recorded as reductions of assets rather than as current expenses. As a result, these deposits and prepayments reduced operating cash flow, with the related expenses being recognized in future periods.

 

Net cash provided by operating activities was approximately $0.18 million for the six months ended October 31, 2024. Net income of approximately $3.9 million was largely offset by the combined effects of a $4.2 million increase in accounts receivable resulting from delayed payments from customers, which negatively affected operating cash flow, and a $1.8 million decrease in other receivables due to collections received during the period, which partially mitigated the increase in accounts receivable.

 

Our cash flow used in investing activity for the six-month period ended October 31, 2025 consisted of the $36.0 million purchase of all of the shares of our operating subsidiary that we did not already own, as more fully described above. The Company did not engage in any investing activities during the six-month period ended October 31, 2024.

 

Cash flow provided by financing activities rose by approximately $173.3 million for the six-month period ended October 31, 2025, as a result of private placement proceeds and the receipt of funds raised under our ATM facility. Net cash provided by financing activities during the six-month period ended October 31, 2024 reflected changes in related-party balances, including an increase in amounts due to related parties and a decrease in amounts due from related parties, representing financing support and collections received during the period.

 

Based on our current operating plans, we believe that our existing cash at the time of this filing will be sufficient to meet our anticipated operating needs for at least the next 12 months and that we will have sufficient financial resources available through capital markets fundraising if we should decide to incur additional capital expenditure or make other investments. Our future capital requirements will depend upon many factors, including competing technological and market developments, the development of our plans in respect of our AiRWA Exchange, and decisions regarding acquisitions.

 

Off Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditure, or capital resources that are material to investors.

 

Significant Accounting Policies

 

Our significant accounting policies are disclosed in Note 2 to the accompanying financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

 

 

Use of Estimates

 

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Allowance for Credit Losses

 

Accounts receivable are stated at their historical carrying amount net of allowance for credit losses.

 

Allowance for credit loss represents management’s best estimate of probable losses inherent in the portfolio. On June 30, 2022, the Company adopted ASC 326, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

 

The Company considers various factors, including historical collection experience, the age of the accounts receivable balances, the credit quality and specific risk characteristics of its customers, and current economic conditions, to develop an estimate of credit losses. Additionally, the Company makes specific allowance for credit losses based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. As of October 31, 2025 and April 30, 2025, the Company had made no reserves.

 

Impairment of long-lived assets

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the six months ended October 31, 2025 and 2024 was nil.

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

 

Revenue Recognition

 

Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of VAT. The Company follows five steps for the revenue recognition: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

 

 

Consistent with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service.

 

The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivable are recorded when obligations have been performed and billed to the customer. During the period after the right to payment has become unconditional but before a bill has been issued, the amount owed is recorded as accrued revenue (receivables). The Company’s terms and conditions vary by customer and typically provide net 90-day terms.

 

The Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is provided to the customers.

 

Income Taxes

 

The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

Prior to the acquisition by YYAI, YYEM was a limited liability company. As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.

 

Share-Based Payment

 

The Company accounts for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

 

Recent Accounting Pronouncements

 

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures.

 

 

In November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income — Expense Disaggregation Disclosures, which focuses on improving the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, general and administrative expenses, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

 

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

 

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

 

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. The standard simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026. The Company does not expect adoption of this standard to have a material impact on its financial statements.

 

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. The standard clarifies disclosure requirements for interim financial statements and is effective for interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of October 31, 2025.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of the date of issuance, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers, or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest.

 

None of our executive officers or directors has (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order, judgment, or decree enjoining, barring, suspending, or otherwise limiting involvement in any type of business, securities, or banking activity, or (iv) been found to have violated any Federal, state, or provincial securities or commodities law where such finding has not been reversed, suspended, or vacated.

 

ITEM 1A: RISK FACTORS

 

For information regarding the risk factors that could affect the Company’s business, results of operations, financial condition, and liquidity, see the information under Part I, Item 1A. “Risk Factors” in the Form 10-K which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in the Form 10-K.

 

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On June 30, 2025, we executed securities purchase agreements to issue 20,000,000 units (each unit comprising one share of common stock and two five-year warrants with an exercise price of $0.89), targeting gross proceeds of $4.6 million (referred to in Item 2 of Part I as the Private Placement and described in greater detail there). The Private Placement closed on August 19, 2025.

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5: OTHER INFORMATION.

 

Insider trading arrangements and policies.

 

During the quarter ended October 31, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each of these terms is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

3.1		Certificate of Amendment to the Certificate of Incorporation, filed on September 30, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2025)
3.2		Certificate of Amendment to the Certificate of Incorporation, filed on October 22, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 23, 2025)
10.1		Director Service and Indemnity Agreement, September 17, 2025, by and between Connexa Sports Technologies Inc. and Hai Bin Cui (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 17, 2025)
10.2		Share Purchase Agreement, dated October 22, 2025, by and between AiRWA, Inc. and Hongyu Zhou (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 27, 2025)
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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

 

	AiRWA, INC.
Dated: December 23, 2025	By:	/s/ Thomas Tarala
		Thomas Tarala
		Chief Executive Officer
		(Principal Executive Officer)
Dated: December 23, 2025	By:	/s/ Guibao Ji
		Guibao Ji
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)