AIRWA INC.
For the period ended Jan 31, 2026. Filed Mar 17, 2026.
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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.
Jan 31, 2026 · Filed Mar 17, 2026
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 2025-10-31; filed 2025-12-23.
0001493152-25-029123
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-17.
0001493152-26-010626
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 81 previous paragraphs and 85 current paragraphs.
53 unchanged; 16 reworded; 16 added; 12 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 (16)
Current report
On January 30, 2026, we entered into a share purchase agreement with various sellers to acquire all the share capital of Aberfeldy Holdings Limited, a Seychelles holding company owning 100% of 26 Rafael Sdn. Bhd., a Malaysian operating company (the “Target Subsidiary”), for $140,000,000, payable in cash.
Current report
The Target Subsidiary is an AI-specialist company providing end-to-end full-cycle services designed to empower enterprises to transition seamlessly from raw data to intelligent applications. Its business is structured around five interconnected AI-related modules, together forming a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce one another. Its services are tailored to specialist industries such as healthcare, industrial manufacturing, and autonomous driving.
Current report
For our advertising business, cost of revenue primarily consists of media and platform costs and third-party cooperating-platform and campaign delivery costs.
Current report
Our revenue increased by $3.2 million, or 32%, $13.0 million for the nine-month period ended January 31, 2026, from $9.8 million for the corresponding period a year earlier. Our revenue increased by $3.7 million, or 113%, to $7.0 million for the three-month period ended January 31, 2026, from$3.2 million for the corresponding period a year earlier. In both these cases, the increases were attributable to the new source of revenue from our advertising business. Revenue from this new business line totaled $5.0 million or 44% of total revenue for the three-month period ended January 31, 2026. This revenue was primarily derived from the provision of performance advertising services across diversified advertising channels, such as Google and Meta, and included services such as marketing strategy and planning, media placement, creative production, and campaign monitoring, analytics, optimization, and reporting. The addition of this new revenue stream was a major driver of the Company’s increase in revenue over the nine-month and three-month periods and reduces comparability to prior periods.
Current report
Cost of Revenue
Current report
Our cost of revenue increased by $5.8 million, or 261%, to $8.1 million for the nine-month period ended January 31, 2026, from $2.2 million for the corresponding period a year earlier. Our cost of revenue also increased by $5.8 million, or 784%, to $6.6 million for three-month period ended January 31, 2026 from $0.7 million for the corresponding period a year earlier. These increases were driven by the Company’s new business line.
Current report
General and administrative expenses, which mainly consist of salaries, professional fees, and other general office and administrative expenses, increased by $2.1 million, or 96.0%, to $4.5 million, for the nine-month period ended January 31, 2026 compared with $2.3 million for the corresponding period a year earlier. This increase was primarily driven by higher professional and management costs relating to the build-out of our new social media advertising business and the acquisition of the AI data business. General and administrative expenses did not change significantly for the three-month period ended January 31, 2026 compared with the corresponding period a year earlier.
Current report
Our principal sources of liquidity during the nine-month period ended January 31, 2026, were cash generated from financing activities and cash provided by operating activities. Our primary liquidity requirements were funding working capital, making investments in subsidiaries, paying vendors and service providers, and supporting our ongoing business expansion.
Current report
As of January 31, 2026, we had working capital, defined as current assets less current liabilities, of $49.7 million, compared to $15.9 million as of April 30, 2025, representing an increase of approximately $33.8 million, or 212%. This increase in working capital was primarily attributable to an increase in cash and cash equivalents and prepayments and deposits, partially offset by increases in accounts receivable and other working capital balances.
Current report
Accounts receivable increased by approximately $0.9 million as of January 31, 2026, compared to April 30, 2025, primarily due to the expansion of our advertising business, which generated higher revenue during the period. Prepayments and deposits increased by approximately $4.2 million as of January 31, 2026, from nil as of April 30, 2025, primarily due to advance payments made to vendors and service providers in connection with our operating activities and business expansion. Cash and cash equivalents increased by approximately $36.0 million, from $0.05 million as of April 30, 2025, to $36.0 million as of January 31, 2026, primarily due to proceeds raised under our at-the-market, or ATM, facility and other equity financing transactions, as well as cash collections from customers.
Current report
Operating Activities
Current report
Net cash provided by operating activities was $3.8 million for the nine-month period ended January 31, 2026. Operating cash flow was primarily affected by changes in working capital accounts, primarily the increase in accounts payable of $4.0 million, the increase in income taxes payable of $0.6 million, and the increase in accrued expenses of $0.4 million, which were partially offset by an increase in prepayments and deposits of $4.4 million and increases in accounts receivable and other receivables. The increase in prepayments and deposits was primarily the result of refundable advance payments made to vendors and service providers in connection with the Company’s advertising business and expansion activities. The increase in accounts receivable was mainly attributable to higher revenue generated from the launch of the advertising business, while the increase in other receivables primarily related to amounts paid on behalf of another company. The increase in accounts payable and accrued expenses was mainly due to the timing of payments to vendors and service providers as the Company expanded its operations.
Current report
Investing Activities
Current report
Net cash used in investing activities was $165.8 million during the nine-month period ended January 31, 2026, consisting primarily of payments of $36.0 million and $129.8 million for investments in subsidiaries. The significant use of cash in investing activities reflected the Company’s strategic expansion and acquisition-related activities during the period. Accordingly, the fluctuation in investing cash flows was primarily driven by these investments, which were not part of the Company’s ordinary operating activities.
Current report
Financing Activities
Current report
Net cash provided by financing activities was $197.6 million during the nine months ended January 31, 2026. Financing cash inflows consisted primarily of $172.6 million of proceeds from the Company’s ATM offering, $14.8 million from a direct offering, $4.6 million from a private placement, and $5.8 million from an issuance of shares to our Chairman. The increase in financing cash flows was primarily attributable to the Company’s capital-raising activities undertaken to fund its investments in subsidiaries, support working capital needs, and provide liquidity for business expansion. As a result, financing activities were the principal source of cash during the period.
Removed paragraphs (12)
Previous 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.
Previous report
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 report
Our cost of revenue did not change because it consists of the amortization of our IP intangible assets, which remained constant.
Previous report
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 report
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 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.
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
Share-Based Payment
Previous report
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.
Reworded paragraphs (16)
Previous 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.
Current wording
We operate principally 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 $6.0 million in the six months ended October 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 $7.25 million in the nine months ended January 31, 2026.
Previous wording
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 wording
In January and February 2025, as part of our efforts to diversify our revenue streams, we announced the development of a social networking vertical, in 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. In the nine months ended January 31, 2026, our social media advertising business generated revenue of $5.7 million.
Previous wording
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 wording
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 in order 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.
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) 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.
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 January 31, 2026, we had sold 21,775,662 shares (adjusted for stock splits) and raised $177,099,426 after payment to the Placement Agent of 3% of the gross proceeds and certain other expenses.
Previous wording
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 wording
Also on October 22, 2025, as previously reported on Form 8-K and on our Form 10-Q for the quarter ended October 31, 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, which became effective on October 27, 2025.
Previous wording
Our revenue is generated from license fees paid by customers for the use of our technology.
Current wording
Our revenue is generated principally from license fees paid by customers for the use of our technology The Company also provides digital marketing solution services related to performance advertising across diversified advertising channels.
Previous wording
Six months ended, and three months ended, October 31, 2025 compared to the six months ended, and three months ended, October 31, 2024
Current wording
Nine months ended, and three months ended, January 31, 2026 compared to the nine months ended, and three months ended, January 31, 2025
Previous 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:
Current wording
The following are the results of our operations for the nine-month period ended, and the three-month period ended, January 31, 2026, as compared to the corresponding periods a year earlier:
Previous wording
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 wording
Our selling and marketing expenses were $0.5 million and nil in the nine-month and three-month periods ended January 31, 2026 respectively as we began amortizing agent fees in relation to the Company’s social media advertising business.
Previous 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:
Current wording
The following is a summary of our cash flows from operating, investing, and financing activities for the nine-month periods ended January 31, 2026 and 2025:
Previous wording
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.
Current wording
The preparation of these financial statements in conformity with U.S. 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.
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 six months ended October 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 nine months ended January 31, 2026 and 2024 was nil.
Previous wording
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.
Current wording
In November 2024, the Financial Accounting Standards Board (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 for 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, or cash flows.
Previous wording
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.
Current wording
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 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.
Previous wording
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.
Current wording
In December 2025, the 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.