AIRWA INC.
For the period ended Apr 30, 2026. Filed Sep 21, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedApril 30,2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number:01-41423
(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 a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ☐No ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
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 aggregate market value of the outstanding common equity voting shares of the registrant held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing price for the registrant’s common stock on that day as reported by the Nasdaq Capital Market, was approximately $42,529,584.
The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of September 18, 2026, was 4,581,917.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 flow, 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:
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; |
| ● | risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements; |
| ● | risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations; |
| ● | risks and uncertainties relating to the various industries and operations we are currently engaged in; |
| ● | risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the potential for unexpected costs and expenses; |
| ● | the uncertainty of profitability based upon our history of losses; |
| ● | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects and to meet contractual obligations; |
| ● | risks related to environmental regulation and liability; |
| ● | risks related to tax assessments; 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, “AiRWA,” “the Company,” “we,” “us,” and “our” refer to AiRWA Inc., unless otherwise indicated.
(FORMERLY KNOWN AS CONNEXA SPORTS TECHNOLOGIES INC.)
| Page | ||
|---|---|---|
| PART I | ||
| Item 1 | Business | 1 |
| Item 1A | Risk Factors | 9 |
| Item 1B | Unresolved Staff Comments | 38 |
| Item 1C | Cyber Security | 39 |
| Item 2 | Properties | 40 |
| Item 3 | Legal Proceedings | 40 |
| Item 4 | Mine Safety Disclosures | 40 |
| PART II | ||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 41 |
| Item 6 | [Reserved] | 42 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 42 |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 51 |
| Item 8 | Financial Statements and Supplementary Data. | 51 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 52 |
| Item 9A | Controls and Procedures | 52 |
| Item 9B | Other Information | 53 |
| Item 9C | Foreign Jurisdictions that Prevent Inspection | 53 |
| PART III | ||
| Item 10 | Directors, Executive Officers and Corporate Governance | 54 |
| Item 11 | Executive Compensation | 58 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 60 |
| Item 13 | Certain Relationships and Related Transactions and Director Independence | 61 |
| Item 14 | Principal Accountant Fees and Services | 61 |
| PART IV | ||
| Item 15 | Exhibit and Financial Statement Schedules | 62 |
Annual Report on Form 10-K for the
Fiscal Year Ended April 30, 2026
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-K, as well as the risk factors included in this Form 10-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.