AIRWA INC.
For the period ended Oct 31, 2025. Filed Dec 23, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 23, 2025
YYAI$0.85-8.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-15.
0001493152-25-013474
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-23.
0001493152-25-029123
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 81 current paragraphs.
47 unchanged; 16 reworded; 18 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Business Overview
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Fundraising and Corporate Developments
Current report
Acquisition
Current report
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.
Current report
Reverse Split
Current report
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.
Current report
Selling and Marketing Expenses
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (8)
Previous report
Overview
Previous report
In February 2025, YYEM entered into an agency agreement to develop content for TikTok across the MENA region, leveraging Twitch-hosted live-streaming in sports, gaming, and lifestyle categories. While no upfront payments were received, the agreement positions us to monetize end-user engagement once our influencer network is developed. Revenue under this agreement will depend on performance-based conversion metrics, and as of July 31, 2025, influencer network capabilities were still nascent. We consider this development a positive step toward the diversification of our revenue streams.
Previous report
Fundraising
Previous report
Recent Developments
Previous report
On August 25, 2025, the Company and JuCoin Capital Pte Ltd (“JuCoin”) signed an agreement (the “JV Agreement”) to jointly establish a joint venture company (the “JV”) to found and operate a new cryptocurrency exchange (the “Joint Venture”) within 120 days of the JV Agreement. At the closing of the Joint Venture, each of the Company and JuCoin will contribute $250 million in cash or cryptocurrency. In exchange, the JV will issue 51% of its share capital to the Company and 49% to JuCoin. The Company will appoint three of the five members of the board of directors of the JV, though certain material decisions will require the approval of both parties. The JV Agreement may be terminated if the closing of the JV Agreement has not occurred within six months of signing, by mutual agreement of the parties, or if the transaction becomes prohibited by applicable law.
Previous report
Our cash and cash equivalents were relatively steady, at approximately $0.5 million as of July 31, 2025 and 2024.
Previous report
Since our cash level was low in the period before payment from our licensees was due, we had no cash allocated to investing activities, neither putting cash into investments nor receiving cash from investments.
Previous report
The only cash flow we recorded as financing activities was a non-cash item: a $1.1 million decline in the value of a guarantee given to the Company by our Chairman in respect of listed shares we own as the shares increased in value over this period. (As the deficit in the shares’ value declined, the size of the guarantee required to provide the Company with value equal to the shares’ value at the time of contribution also declined.)
Reworded paragraphs (16)
Previous wording
The Company operates 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.
Current wording
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.
Previous wording
We have license agreements in place with various entities to use the IP in numerous countries across Asia, Europe, and Africa, generating royalties of $3.0 million in our three months ended July 31, 2025.
Current wording
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.
Previous wording
On June 30, 2025, we executed a securities purchase agreement 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 (the “Private Placement”). Closing was contingent on Nasdaq listing compliance and shareholder approval. The warrants allow for cashless exercise if no effective registration is in place. This financing, when consummated, is anticipated to improve liquidity and capital resources through 2025 and beyond. On August 19, 2025, the Company closed the Private Placement, generating gross proceeds of $4,600,000 (without taking into account any exercise of the warrants included in the Private Placement).
Current wording
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.
Previous wording
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) (the “Registration Statement”) 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 “Sales Agreement”), the amount we could raise under our ATM facility was specified to be $200 million. No shares had been sold through this facility as of July 31, 2025, but the agreement provides strategic flexibility for future capital raising.
Current wording
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.
Previous wording
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; traveling expenses; and other general office and administrative expenses.
Current wording
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.
Previous wording
Three months ended July 31, 2025, compared to the three months ended July 31, 2024
Current wording
Six months ended, and three months ended, October 31, 2025 compared to the six months ended, and three months ended, October 31, 2024
Previous wording
The following are the results of our operations for the three-month period ended July 31, 2025, as compared to the three-month period ended July 31, 2024:
Current wording
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:
Previous wording
Our revenue decreased by $0.3 million, or 8%, from $3.3 million for the three-month period ended July 31, 2024 to $3.0 million for the three-month period ended July 31, 2025, which was attributable to a minor timing difference resulting from the dates on which the various license agreements were signed.
Current wording
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
Previous wording
General and administrative expenses, which mainly consist of salaries, professional fees, and other general office and administrative expenses, increased by $0.7 million, from $0.1 million to $0.8 million, primarily driven by higher costs relating to YYEM becoming an operating subsidiary of a Nasdaq-listed company, which occurred in November 2024. This included audit fees, legal fees, insurance premiums, and directors’ and officers’ compensation.
Current wording
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.
Previous wording
We finance our operations primarily through cash generated from operations. We had working capital, or net current assets, of $17.9 million as of July 31, 2025, compared to $15.9 million as of April 30, 2025, an increase of approximately $2.0 million, or 13%. In comparison with April 30, 2025, our accounts receivable as of July 31, 2025, increased by $3.0 million as we recognized royalty revenue for the quarter in accordance with our recognition policy while the credit terms of our licensees permit payment up to 90 days after the end of our financial year. As of July 31, 2025, we had retained earnings of $7.0 million.
Current wording
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.
Previous wording
The following is a summary of our cash flows from operating, investing, and financing activities for the three-month periods ended July 31, 2025 and 2024:
Current wording
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:
Previous wording
Net cash used in operating activities was $1.08 million for the three-month period ended July 31, 2025, compared with $0.6 million for the same period in the prior year, a decline of $0.5 million in operating cash flow. This change was driven primarily by a $0.7 million increase in general and administrative expenses relating to YYEM becoming an operating subsidiary of a Nasdaq-listed company, as explained in greater detail above.
Current wording
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.
Previous wording
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, our R&D efforts, and decisions regarding acquisitions of further patents or companies or other assets.
Current wording
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.
Previous wording
The Company considers various factors, including the nature, historical collection experience, age of the accounts receivable balances, 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 July 31, 2025 and April 30, 2025, the Company had made no reserves.
Current wording
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.
Previous wording
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 months ended July 31, 2025 and 2024 was nil.
Current wording
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.
Previous wording
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 has adopted the following five steps for 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.
Current wording
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.