AIRWA INC.

Acquisitions

On November 21, 2024, the Company completed the acquisition of Yuanyu Enterprise Management Co., Limited (“YYEM”), for a combined $56 million in cash and shares, following The Nasdaq Stock Market LLC’s (“Nasdaq”) approval of the new listing application submitted to it in connection with the acquisition. As part of the transaction, the Company agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established Florida limited liability company owned by members of the Company’s prior management team. On November 21, 2024, five new individuals assumed their positions on the Company’s Board of Directors (the “Board of Directors” or the “Board”), and YYEM which licensed out intellectual property to companies in the online dating industry, became the Company’s sole operating subsidiary.

On January 30, 2026, the Company completed the acquisition of the holding company of Rafael AI Sdn. Bhd. (“Rafael AI”, known at the time as 26 Rafael Sdn. Bhd.), an AI-specialist company based in Malaysia, for $140 million in USDT, with Rafael AI becoming a wholly owned subsidiary of the Company.

On July 30, 2026, the Company completed the acquisition of 97% of Hongkong Best Life Trade Co., Limited (“Best Life”), an international trading company, for $50 million in a combination of cash and stablecoin, with earn-outs payable if Best Life achieves certain performance milestones.

Business Overview

Through Rafael AI, the Company provides “data-to-AI” end-to-end solutions, which are full-cycle services designed to empower enterprises to transition seamlessly from raw data to intelligent applications. This 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 We recorded $6.6 million of revenue from our AI services business in the final quarter of our financial year ended April 30, 2026, which was the period during which Rafael AI was our subsidiary.

Through YYEM, the Company owns patents and other proprietary technology for licensing out to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. By providing such patents, we aim to enable our partners to develop matchmaking services that resonate with local users while benefiting from advanced matching algorithms, safety features, and engagement tools. Our technology licensing business generated royalties of $7.3 million in our financial year ended April 30, 2026.

Our subsidiary YYEM also provides digital marketing solution services related to performance advertising across diversified advertising channels such as Google, TikTok, and Meta. Services typically include marketing strategy and planning; platform account setup and media placement; production of advertising creative (video and other content); and ongoing campaign monitoring, analytics, optimization, and reporting. We have developed key relationships integral to this business, both with companies seeking to promote their products and services and with companies that have direct buying relationships with the platforms, which we are leveraging as we build market share. This business generated $12.0 million of revenue in our financial year ended April 30, 2026.

International Trading

Through Best Life, acquired after the most recent financial year end, the Company engages in the international trading business. Best Life is a cross-border consumer-goods distribution and e-commerce business, leveraging direct brand sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and selected private-label development to sell Japanese and other international consumer products across China and other overseas markets. It has in place business relationships with brand owners and manufacturers upstream and with e-commerce platforms, supermarkets, specialty retailers, and online resellers downstream, including such names as Alibaba Health Hong Kong, AlipayHK, Tmall, Taobao, and Cainiao, each relationship supported by formal cooperation agreements. While Best Life historically has focused on Asia, it has recently launched an international expansion program to the UK, the U.S., Canada, and New Zealand.

Market Overview

The market for artificial intelligence (“AI”) services has experienced significant growth in recent years as businesses increasingly seek to incorporate AI technologies into their operations, products, and decision-making processes. According to Gartner, Inc., worldwide spending on AI services is expected to total approximately $586 billion in 2026, rising to $759 billion in 2027, a CAGR of 30%, reflecting continued enterprise investment in AI implementation, integration, and optimization services. While early enterprise adoption frequently relied on general-purpose AI models developed by third parties, there is an increasing trend toward developing, training, and fine-tuning AI models using an organization’s own proprietary data. This approach enables enterprises to develop AI systems that are tailored to their specific business processes, industry requirements and operational objectives, while maintaining greater control over data governance, security, and regulatory compliance.

As demand for enterprise AI solutions has grown, a market has emerged for specialized AI service providers that support the full lifecycle of AI development. These providers typically offer services including data collection and preparation, data annotation and labeling, model training and fine-tuning, deployment, integration with existing enterprise systems, and ongoing monitoring and optimization. By providing integrated, end-to-end solutions, these service providers assist enterprises in developing and deploying AI applications while reducing the complexity associated with implementing and maintaining AI systems.

The global online dating market is a multibillion-dollar industry. Depending on the definition and methodology used, major market estimates from the likes of Statista and Grand View Research put global online-dating and dating-app revenue in the roughly $6 billion to $9 billion range in 2023 and 2024. A disproportionate amount of this revenue is generated by a few public companies in the United States (most notably Match Group), where the market is mature, technology is well integrated in people’s lives, and penetration rates are high.

The Company has focused its efforts on building relationships with clients focused on markets outside North America, where the competition is more dispersed, penetration rates are lower, and the room for growth is greater.

Dating and marriage customs vary widely across cultures. The cultural and religious conservatism prevalent in parts of Sub-Sharan Africa stands in contrast with the more secular traditions of much of Europe. Europe’s culture of individualism stands in contrast with Asia Pacific’s emphasis on societal values. The need for advanced features to gain traction in a mature market such as Europe stands in contrast with the need for the more basic, low-cost model needed for Sub-Saharan Africa. These differences suggest the benefits of a localized approach to online dating.

Despite the past popularity of online dating and the success of online dating companies, there has recently been growing resistance to dating apps, whether localized or not, with many single people claiming to value the spontaneity and connection of in-person meet-ups. So-called “swipe right fatigue” has contributed to a decline in the stock prices of the biggest companies in the online dating industry, including Match.com and Bumble, with one February 2026 report showing that a basket of leading dating app stocks lost 38% of value since 2021. Declining paying users, slowing revenue growth, and increased competition have been key factors in this decline. By contrast, a range of industry experts, such as S&S Insider, GlobalDatingInsights.com, and Custom Market Insights, have observed that the online dating markets in less mature economies such as India, Indonesia, and elsewhere in Asia, have been growing significantly.

The digital advertising market has become one of the largest and fastest-growing segments of the global media industry, with advertisers increasingly allocating marketing budgets to performance-driven channels such as Google, Meta, and TikTok. These platforms provide unparalleled audience reach, sophisticated targeting capabilities, and measurable return on investment, making them essential components of modern customer acquisition strategies. As digital advertising ecosystems have grown more complex, advertisers have increasingly relied on specialized intermediaries to navigate platform requirements, optimize campaign performance, and access inventory efficiently.

Within this ecosystem, companies that act as intermediaries between advertisers and authorized platform partners can play a critical role. These businesses connect brands, agencies, and other advertising demand sources with entities that maintain the commercial relationships, technical integrations, and billing infrastructure necessary to purchase advertising across major digital platforms. These intermediaries reduce operational complexity for both advertisers and platform partners while enabling scalable access to the world’s leading digital advertising channels.

Despite the market’s attractive long-term growth characteristics, intermediaries in the digital advertising ecosystem operate in a highly competitive environment characterized by pricing pressure, customer concentration risk, and dependence on a relatively small number of large platform partners. Gross margins are typically thin, reflecting the limited pricing power of intermediaries relative to both the major advertising platforms and the customers they serve. As platforms seek to capture a greater share of the economics through direct relationships and advertisers demand lower fees and higher service levels, intermediaries are often squeezed from both sides of the value chain. These dynamics can compress profitability to very low levels and, in some cases, result in negative operating margins, particularly for smaller or less differentiated providers that do not offer value-added services such as campaign strategy, content creation, and data analytics.

International Trading

The international import and export industry is a highly competitive and globalized sector that facilitates the movement of consumer goods across geographic markets and connects manufacturers, suppliers, distributors, wholesalers and retailers. Participants in the industry may source products from multiple countries and sell them into domestic and international markets, often relying on extensive supplier, customer, transportation and logistics networks. The industry encompasses a broad range of consumer products and is influenced by consumer preferences, purchasing patterns, economic conditions, product availability, pricing and the ability of businesses to efficiently manage international supply chains. Companies operating in this industry may compete on the basis of product selection, price, quality, reliability of supply, speed of delivery, customer relationships. and the ability to identify and respond to changes in market demand.

The overall addressable market is extremely large; global merchandise trade is measured in the tens of trillions of dollars annually, with worldwide merchandise trade continuing to expand over the long term. The World Trade Organization has reported that worldwide merchandise trade value increased approximately 6% year-over-year during the first half of 2025, while clothing, agricultural products, and other manufactured goods continued to represent significant categories of international trade. For a company focused specifically on consumer goods, the relevant total addressable market is therefore a substantial subset of the broader global merchandise trade market, potentially representing several trillion dollars of annual cross-border transaction value, depending on the products and geographies served.

No single company controls a meaningful portion of the overall consumer-goods import/export market because trade is divided across thousands of product categories, countries, suppliers and distribution channels. Competition is primarily based on pricing, access to suppliers and customers, product availability, reliability, speed of delivery, regulatory expertise, and working-capital capacity. Successful importers and exporters must develop relationships with manufacturers, distributors, and retailers, understand product specifications and local market requirements, manage customs and documentation, arrange international transportation and warehousing, and navigate tariffs, duties, product standards, and other regulatory requirements. These capabilities can create meaningful barriers to entry for smaller or inexperienced participants, particularly when operating across multiple jurisdictions.

The international nature of the industry exposes participants to a variety of economic, political, and regulatory conditions in the countries in which they source, sell, transport, or distribute products. The industry is also subject to changing consumer preferences, technological developments and evolving methods of sourcing and distribution. The ability to maintain reliable supplier and customer relationships, anticipate demand, efficiently manage inventory and logistics, comply with applicable customs and trade regulations, and respond rapidly to changes in global market conditions is critical to maintaining a competitive position and achieving profitable growth.

Strengths and Strategies

Competitive Strengths

Our Directors believe that our success is attributable to, among other things, the following competitive strengths:

AI Services

Technology Licensing

Advertising

Strategies

AI Services

Technology Licensing

Advertising

Customers and Marketing

Rafael AI’s main clients are technology companies in the software and IT services industries, who in turn have relationships with companies in such specialized areas as healthcare, industrial manufacturing, and autonomous driving. We believe that working with such agents, rather than chasing end users, is a more effective way of acquiring clients since these parties often already have relationships with the end users.

YYEM is a business-to-business, or B2B, player, licensing its technology to companies who understand the retail market in their respective regions. In the year ended April 30, 2026, our Company, through YYEM, had agreements with three main licensees covering distinct geographic regions: one based in Hong Kong for rights to use the IP in Japan and South Korea among other locations; one in the UK for rights to use the IP in the UK and Europe; and one in the USA for rights to use the IP in Sub-Saharan Africa. Each of these licensees was incorporating the Company’s technology into its own product offerings. These customers terminated their respective license agreements on December 2, September 1, and August 31, 2025, (with payments continuing for approximately 60 days after each termination) due to the challenges currently facing the online dating industry, according to those licensees, but we continue to believe in the merits of this business model and are currently seeking replacement customers.

The Company’s advertising and digital marketing clients, which to date have been based in Singapore, primarily operate in the online entertainment, casual gaming, and fintech sectors and generally conduct business across multiple geographic markets. One such client primarily serves the online entertainment and casual gaming sectors in Southeast Asia and the United States, including a significant customer whose principal operating entity is based in Hong Kong. Another Singapore-based client provides digital marketing services primarily to companies in the fintech and related sectors across multiple regions, including Southeast Asia and Mexico.

Our advertising and digital marketing clients are acquired through customary business development channels, including introductions made through marketing and industry events, business referrals, existing commercial relationships, and other direct business development activities.

** Approvals Required from the PRC Authorities with respect to the Operations of YYEM and Best Life**

Business operations

Each of YYEM and Best Life conducts business in Hong Kong and is required to obtain, and has obtained, a business license issued by the Hong Kong Companies Registry. As a special administrative region of the PRC, Hong Kong enjoys separate governing and economic systems from that of mainland China under the principle of “one country, two systems.” YYEM, as a Hong Kong-organized and Hong Kong-based company without operations in mainland China, is not directly subject to PRC laws and regulations regarding the general conduct of its business or regarding overseas listings. Similarly, Best Life is organized and based in Hong Kong and lacks a formal presence in mainland China, and therefore it is not directly subject to PRC laws and regulations beyond those relating to the sale of products in China; it also is not directly subject to PRC laws and regulations regarding overseas listings. As of the date of this Annual Report, neither YYEM nor Best Life has been denied any requisite permissions by any PRC authority, nor has either subsidiary received any notice of, or been subject to, any penalty or other disciplinary action from any PRC authority for the failure to obtain or the insufficiency of any approval or permit in connection with the conduct or service of its business operations.

However, it is possible that YYEM or Best Life could become subject to additional licensing requirements, and our conclusion on the status of the licensing compliance of either of them may prove to be mistaken, due to uncertainties around the interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant governmental authorities, the PRC government’s ability to intervene in or influence their operations, and the rapid evolvement of PRC laws, regulations, and rules, sometimes with little or no advance notice. We cannot assure you that YYEM and Best Life are or will be in compliance with all licensing requirements applicable to it or will not be subject to any penalty in the future due to the lack or insufficiency of approvals or permits. The failure of YYEM or Best Life to obtain or to thereafter maintain any permit or license required for its operations may result in the suspension or termination of, or otherwise give rise to a material adverse change to, its respective businesses, which would materially and adversely affect our financial condition and results of operations and cause our Common Stock to decline significantly in value. For more detailed information, see “Risk Factors — Risks Related to Doing Business in Hong Kong.”

Securities offering

We believe that, as of the date of this Annual Report, neither YYEM nor Best Life is required to obtain permission from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”), or any other PRC authority in connection with an offering of securities. As a result, neither has ever submitted an application to any such authority for the approval of any offering. As of the date of this Annual Report, neither company has received any inquiry, notice, warning, or official objection in relation to any offering from the CSRC, the CAC, or any other PRC authority. However, there remains uncertainty as to the enactment, interpretation, and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. We believe that YYEM and Best Life have received all requisite permissions and approvals to issue securities or to be part of a corporate group that issues securities. If YYEM or Best Life does not receive or maintain such permissions or approvals or has inadvertently concluded that the approvals of the CSRC, the CAC, or any other regulatory authority are not required for an offering, or if applicable laws, regulations, or interpretations change and YYEM or Best Life is required to obtain approvals in the future, seeking such approvals could cause the value of our securities, including the Common Stock, to significantly decline or be worthless. Any uncertainties or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. In addition, these regulatory agencies may impose fines and penalties on YYEM or Best Life, limit their ability to pay dividends outside of China, limit their operations in China, delay or restrict the repatriation of the proceeds from an offering into China, or take other actions that could have a material adverse effect on its business, financial condition, results of operations, and prospects, as well as the trading price of our securities. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt a securities offering before settlement and delivery of our Common Stock. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery of securities, you do so at the risk that settlement and delivery may not occur. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Changes in the PRC’s economic, political, or social conditions or governmental policies could have a material adverse effect on our business and results of operations.”

Audit inspections

On December 16, 2021, the PCAOB reported that it was unable to completely inspect or investigate registered public accounting firms headquartered in mainland China or Hong Kong because of a position taken by one or more authorities in each of those jurisdictions. However, following the signing of a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC in August 2022, the PCAOB on December 15, 2022, vacated its previous determination and confirmed that it was now able to secure complete access to inspect and investigate registered public accounting firms headquartered in those jurisdictions. Nevertheless, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may issue a new determination.

Our auditor, Enrome LLP (“Enrome”), an independent public accounting firm registered with the PCAOB, and an auditor of publicly traded companies in the United States, is subject to U.S. laws pursuant to which the PCAOB conducts regular inspections to assess its compliance with current professional standards, with the last inspection in April 2025. Our auditor is not headquartered in mainland China or Hong Kong and was not identified as an accounting firm subject to the determinations announced by the PCAOB on December 16, 2021. Nevertheless, should our auditor in the future have any work papers in China or Hong Kong that the PCAOB is unable to fully inspect, it would be difficult to evaluate the effectiveness of its audit procedures or equity control procedures. Investors could consequently lose confidence in our reported financial information and procedures or the quality of our financial statements, which would adversely affect us and our securities.

Moreover, if trading in our securities is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, an exchange would in all likelihood delist our securities. On June 22, 2021, the U.S. Senate passed the AHFCAA, and on December 29, 2022, the Consolidated Appropriations Act was signed into law, which contained, among other things, an identical provision to the AHFCAA and amended the HFCAA by requiring the Securities and Exchange Commission (the “SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering a delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.

Capital controls

Our corporate organization consists of the Company, YYEM, Rafael AI, and Best Life. If needed, management may decide to transfer cash among these entities or any other subsidiaries that we may establish or acquire in other jurisdictions. This could take the form of intercompany fund advances or capital contributions. Under our cash management policy, the amount of intercompany transfers will be determined by our management based on the working capital needs of the entities within our group, and intercompany transactions will be subject to our internal approval process and funding arrangements.

We have not declared or paid dividends or made any distribution of earnings as of the date of this Annual Report. We do not intend to declare dividends or distribute earnings (if any) in the near future. Any determination to declare dividends or distribute earnings (if any) in the future will be at the discretion of our board of directors.

None of the Company, YYEM, Rafael AI, and Best Life is subject to any significant restrictions on buying or selling foreign exchange or on transferring cash to any entity within our group, across borders, or to U.S. investors. There are no significant restrictions or limitations on our ability to distribute earnings (if any) from YYEM, Rafael AI, or Best Life to the Company and U.S. investors or on our ability to settle amounts owed. However, there can be no assurance that the PRC government will not intervene or impose restrictions on the ability of YYEM or Best Life to buy or sell foreign exchange or transfer or distribute cash within our organization, which could result in an inability to make, or a prohibition on making, transfers or distributions to entities outside of Hong Kong and Mainland China and adversely affect our business.

Recent Developments

Joint Venture for RWA-focused Exchange

On August 25, 2025, the Company announced a joint venture with JuCoin Capital Pte Ltd (“JuCoin”) for the establishment of an RWA-focused exchange, which would initially focus on tokenized U.S. equities. Following that announcement, development proceeded with partial funding and with successful test runs settling trades of tokenized U.S. equities. However, after the end of the Company’s fiscal year, it became apparent through media reports that JuCoin was experiencing significant financial and legal problems. Unable to establish that the reports were false, and determined to protect the Company, management resolved to terminate the joint venture agreement, delivering formal notice on September 18, 2026.

The Company has assessed the options and commercial opportunities at this time and has considered the feasibility of creating an RWA exchange on its own or seeking an alternative partner. Ultimately, given the actions that various well established finance companies have taken to move into this space (for example, Robinhood’s announcement of the ability to trade RWA assets on its platform, including tokenized U.S. equities, and the announcement by the parent company of the New York Stock Exchange that it was making a significant investment into OKX), management has decided that a more prudent path at this juncture would be to add a business anchored in the “real economy” — thus the acquisition of Best Life, described below.

Best Life Acquisition

On July 27, 2026, the Company announced the acquisition of 97% of Best Life, a cross-border consumer-goods distribution and e-commerce business. The transaction included a base purchase price of $50 million, together with contingent earn-out payments of $30 million or $50 million, respectively, in the event that specified financial milestones are achieved. Best Life leverages direct brand sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and select private-label development to sell Japanese and other international consumer products across China and other overseas markets. It has business relationships and formal cooperation agreements with brand owners and manufacturers upstream and with e-commerce platforms, supermarkets, specialty retailers, and online resellers downstream. The business has demonstrated consistent revenue growth and expects continued expansion over the coming years. While Best Life historically has focused on Asia, it has recently launched an international expansion program to the UK, the U.S., Canada, and New Zealand.

The acquisition of Best Life represents an important step in the Company’s strategy to diversify and strengthen its revenue base, by adding operations with attractive growth characteristics and exposure to the real economy while continuing to invest in its core AI services business.

Reverse Stock Splits

On each of May 15 and August 15, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company 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 40 on May 15 (the “May Reverse Split”) and 1-for-20 on August 15 (the “August Reverse Split” and, together with the May Reverse Split, the “Reverse Stock Splits”), which became effective on May 18 and August 17, 2026, respectively.

Every forty shares, in the case of the May Reverse Split, and every twenty shares, in the case of the August Reverse Split, of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares were issued in connection with either Reverse Stock Split. Stockholders at the participant level of the Depository Trust Company who would otherwise have been entitled to a fraction of one share as a result of either Reverse Stock Split instead received one whole share of Common Stock in lieu of such fractional share. The Reverse Stock Splits did not otherwise modify any rights or preferences of the Common Stock. The Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at market open on May 18, 2026, in the case of the May Reverse Split, and on August 17, 2026, in the case of the August Reverse Split.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenue equaled or exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Such reduced disclosure and corporate governance obligations may make it more challenging for investors to analyze our results of operations and financial prospects.

Employees

As at the date of this report, we have 49 full-time employees in our group. Management believes its relations with employees are good.