UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 22, 2025

Date of Report (Date of earliest event reported)

AiRWA INC.

(Exact name of registrant as specified in its charter)

Delaware	1-41423	61-1789640
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On October 22, 2025, AiRWA Inc. (the “Company”) ~~filed~~entered into a ~~Certificate~~share ofpurchase ~~Amendment~~agreement to (the ~~Certificate~~“Share ~~of Incorporation~~Purchase ofAgreement”) ~~the~~with ~~Company,~~Hongyu ~~as amended~~Zhou, ~~with~~ the ~~Secretary~~Chairman of ~~State~~the ofCompany (the ~~State of Delaware~~“Seller”), to ~~effect~~acquire afrom ~~reverse~~the ~~stock~~Seller ~~split~~30% of the ~~Company’s common~~share ~~stock,~~capital ~~par~~of ~~value~~Yuanyu $0Enterprise Management Co.~~001~~, ~~(the~~Limited (“~~Common Stock~~YYEM”), at a ~~ratio~~Hong ofKong ~~1-for-50~~company ~~(the~~and ~~“Reverse~~our ~~Stock Split”),~~operating subsidiary in which ~~will~~we ~~become~~held ~~effective~~a on70% ~~October~~equity 27interest prior to this date, ~~2025~~for $36,000,000 at(the ~~12:01~~“Share ~~a.m.~~Purchase Consideration”), payable ~~Eastern~~in ~~time~~cash (the “Transaction”).

~~The terms~~YYEM, ofwhich ~~the~~owns ~~Reverse~~various ~~Stock~~patents and ~~Split~~proprietary ~~are~~technology ~~such~~and ~~that~~engages ~~every~~principally ~~fifty~~in ~~shares~~the licensing of technology, has been the Company’s ~~issued~~sole ~~and~~operating ~~outstanding Common Stock will be~~subsidiary ~~automatically~~since ~~combined~~November ~~into~~21, ~~one~~2024. ~~issued~~Because ~~and outstanding share~~ of ~~Common~~Mr. ~~Stock,~~Zhou’s ~~without~~interest ~~any change~~ in ~~par~~the ~~value~~Transaction ~~per~~as ~~share.~~the NoChairman ~~fractional shares~~of ~~will~~the beCompany ~~issued~~and inas ~~connection~~the ~~with~~Seller, the Transaction ~~Reverse~~was ~~Stock~~considered ~~Split.~~and ~~Stockholders~~approved ~~who~~by ~~would~~the ~~otherwise~~members ~~be entitled to a fraction~~ of ~~one~~the ~~share as~~Audit aCommittee ~~result~~ of the ~~Reverse~~Company’s ~~Stock~~board ~~Split~~of ~~instead~~directors, ~~will~~who ~~receive~~reviewed, among ~~one~~other ~~whole~~things, ~~share~~a ofvaluation ~~Common~~report ~~Stock~~from inan ~~lieu~~independent ofthird ~~such~~party. ~~fractional~~Following ~~share.~~the ~~The~~Transaction, ~~Reverse Stock~~the ~~Split~~Company ~~does~~will ~~not~~consolidate ~~otherwise~~100% ~~modify~~of the ~~any~~revenue ~~rights~~generated orby ~~preferences~~YYEM ofrather than the ~~Company’s~~70% ~~Common~~it ~~Stock~~currently consolidates.

~~Effective~~Pursuant atto ~~market~~the ~~open~~Share onPurchase ~~October~~Agreement, 27the Company has agreed to purchase, ~~2025~~and the Seller has agreed to sell, 3,000 ordinary shares of YYEM (the ~~Common~~“YYEM ~~Stock~~Shares”), ~~will~~representing ~~begin~~30% ~~trading~~of onthe aissued ~~split-adjusted~~and ~~basis~~outstanding onordinary ~~The~~shares ~~Nasdaq~~of ~~Capital~~YYEM, ~~Market.~~for the Share Purchase Consideration. The ~~new~~Share ~~CUSIP~~Purchase ~~number~~Agreement ~~for~~may be terminated (i) by mutual written consent of the ~~Common~~Company ~~Stock~~and ~~following~~the Seller, (ii) upon a material breach of the ~~Reverse~~Share ~~Stock~~Purchase ~~Split~~Agreement isby ~~831445507~~either party, or (iii) if the Transaction has not been consummated within 90 days from the date of the Share Purchase Agreement.

The ~~foregoing~~Transaction ~~description of the Certificate of Amendment~~ is aexpected ~~summary of the material terms thereof, does not purport~~ to beclose ~~complete~~on ~~and is~~or ~~qualified~~about inOctober ~~its~~31, ~~entirety~~2025, bysubject ~~reference~~ to the ~~full~~satisfaction ~~text~~ of ~~the~~customary ~~Certificate~~closing ~~of Amendment, which is filed with this report as Exhibit 3~~conditions.~~1 and incorporated herein by reference.~~

~~Item~~The 7foregoing description of the Share Purchase Agreement is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed with this report as Exhibit 10.011 ~~Regulation~~and FDincorporated ~~Disclosure~~herein by reference.

On October 23, 2025, the Company issued a press release related to the information described in Item 3.1 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 8.01 Other Events.

As of October 22, 2025, following the issuance of 20,000,000 shares of Common Stock pursuant to a securities purchase agreement dated June 30, 2025 in a previously disclosed private placement, and the sale of 914,503,161 shares of Common Stock in the “at-the-market” transactions under a previously disclosed sales agreement with A.G.P./Alliance Global Partners dated January 8, 2025, the Company had 949,066,180 shares of Common Stock outstanding.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished with this Form 8-K:

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Incorporation
10.1		Share Purchase Agreement, dated October 22, 2025, by and between AiRWA Inc. and Hongyu Zhou
99.1		Press Release dated October 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SIGNATURE

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

	AiRWA INC.
	a Delaware corporation
Dated: October 23, 2025	By:	/s/ Thomas Tarala
Dated: October 27, 2025	By:	/s/ Thomas Tarala
		Thomas Tarala Chief Executive Officer

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