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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to ________

Commission File Number: 01-41423

AiRWA, INC.

(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 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 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 number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of January 31, 2026, was 42,095,538.

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 flows, 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:

	●	volatility related to the Company’s relatively low public float;

	●	the effects of prior acquisitions and divestitures on current and future business operations;

	●	strategic and operational uncertainties;

	●	risks associated with potential litigation, financing transactions, or acquisitions;

	●	macroeconomic, competitive, legal, regulatory, tax, and geopolitical factors; 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, the terms “Company,” “we,” “us,” and “our” refer to AiRWA, Inc., unless otherwise indicated.

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION:	F-1

Item 1. Financial Statements (Unaudited)	F-1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3. Quantitative and Qualitative Disclosures About Market Risk	8

Item 4. Controls and Procedures	8

PART II - OTHER INFORMATION:	9

Item 1. Legal Proceedings	9

Item 1A. Risk Factors	9

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 6. Exhibits	9

SIGNATURES	10

PART I

ITEM 1. FINANCIAL STATEMENTS

AiRWA, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)

	As of			As of
	January 31, 2026			April 30, 2025
	(unaudited)			(audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	35,711,613		$	54,744
Investment		1,304,192			1,382,857
Accounts receivable		16,252,613			15,388,701
Amount due from related party		2,906,193			2,827,528
Deposits		4,104,162			-
Prepayments		259,018			-
Other receivables		1,460,150			2,742,329

Total Current Assets		61,997,941			22,396,159

Non-Current Asset:
Property, plant and equipment, net		2,070,964			-
Development costs		4,357,250			-
Intangible assets, net		8,276,943			-
Goodwill and intangible assets		123,179,742			10,509,635

Total Non-Current Asset		137,884,899			10,509,635

TOTAL ASSETS		199,882,840			32,905,794

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Current Liabilities:
Account payable	$	4,002,443		$	-
Accrued expenses		2,995,178			2,428,131
Other payable		11,046			-
Amount due to related party		784,091			775,406
Income taxes payable		4,542,733			3,283,634

Total Current Liabilities		12,335,491			6,487,171

Total Liabilities		12,335,491			6,487,171

Commitments and Contingencies		-			-

SHAREHOLDERS’ EQUITY
Common stock, par value $0.001, 1,000,000,000 shares authorized as of both January 31, 2026 and April 30, 2025; and 42,142,432 and 291,261* shares issued and outstanding as of January 31, 2026 and April 30, 2025, respectively		972,180			14,563
Additional paid-in capital		215,883,762			19,138,786
(Accumulated deficit)/Retained earnings		(29,308,593	)		6,123,114

Total AiRWA, Inc. shareholders’ equity		187,547,349			25,276,463
Non-controlling interest		-			1,142,160

Total Shareholders’ Equity		187,547,349			26,418,623

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	199,882,840		$	32,905,794

*	Adjusted to reflect the reverse stock split described in Note 17.

The accompanying notes are an integral part of these consolidated financial statements.

F-1

AiRWA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME

FOR THE NINE-MONTH AND THREE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)


	For the Three-Month Period Ended						For the Nine-Month Period Ended
	January 31,			January 31,			January 31,			January 31,
	2026			2025			2026			2025
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE	$	6,973,064		$	3,272,727			12,973,064			9,818,181

COST OF REVENUE		6,581,756			744,231			8,070,218			2,232,693

GROSS PROFIT		391,308			2,528,496			4,902,846			7,585,488

OPERATING EXPENSES
Selling and marketing expenses		-			-			450,000			-
General and administrative expenses		1,957,379			1,998,205			4,472,850			2,286,207

Total Operating Expenses		1,957,379			1,998,205			4,922,850			2,286,207

OPERATING (LOSS)/INCOME		(1,566,071	)		530,291			(20,004	)		5,299,281
NON-OPERATING INCOME
Interest Income		33,001			-			52,508			-

Total Non-Operating Income		33,001			-			52,508			-

NON-OPERATING EXPENSE
Loss on financial assets at fair value through profit or loss		236,192			-			(78,664	)		-
Share guarantee income/(loss)		(236,192	)		-			78,664			-
Change in fair value of derivative liability		-			(4	)		-			(4	)

Total Non-Operating Expense		-			(4	)		-			(4	)

NET (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE		(1,533,070	)		530,287			32,504			5,299,277

Income tax expense		(82,446	)		(373,879	)		(608,863	)		(1,250,762	)

NET (LOSS)/INCOME	$	(1,615,516	)	$	156,408			(576,359	)		4,048,515
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST		-			(567,617	)		-			(567,617	)
NET INCOME/(LOSS) TO CONTROLLING INTEREST		(1,615,516	)	$	(411,209	)		(576,359	)		3,480,898
Net (loss)/income per share - basic	$	(0.05	)	$	(1.41	)	$	(0.02	)		11.95

Net (loss)/income per share - diluted	$	(0.05	)	$	(1.41	)	$	(0.02	)		11.95

Weighted average common shares outstanding - basic		32,723,170			291,260			32,723,170			291,260

Weighted average common shares outstanding - diluted		32,723,170			291,260			32,723,170			291,260

The accompanying notes are an integral part of these consolidated financial statements.

F-2

AiRWA, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 AND

FOR THE THREE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)


	Shares			Amount		Additional Paid-in Capital			(Accumulated deficit) / Retained earning			AiRWA Inc. Shareholders’ Equity			Non-Controlling Interest			Total Shareholders’ Equity

Balance as of May 1, 2024		10,000		$	1,282		19,095,000			3,433,350			22,529,632			-			22,529,632
Reverse merger adjustment		14,553,026			13,281		(18,714	)		5,433			-			-			-
Stock-based compensation		-			-		62,500			-			62,500			-			62,500
Net income for the period		-			-		-			3,480,898			3,480,898			567,617			4,048,515
Balance as of January 31, 2025		14,563,026		$	14,563	$	19,138,786		$	6,919,681		$	26,073,030		$	567,617		$	26,640,647

Balance as of November 1, 2024		10,000		$	1,282		19,095,000			7,325,457			26,421,739			-			26,421,739
Reverse merger adjustment		14,553,026			13,281		(18,714	)		5,433			-			-			-
Stock-based compensation		-			-		62,500			-			62,500			-			62,500
Net income/(loss)for the period		-			-		-			(411,209	)		(411,209	)		567,617			156,408
Balance as of January 31, 2025		14,563,026		$	14,563	$	19,138,786		$	6,919,681		$	26,073,030		$	567,617		$	26,640,647

Balance as of May 1, 2025		14,563,019		$	14,563	$	19,138,786		$	6,123,114		$	25,276,463		$	1,142,160		$	26,418,623
Stock issued for:
Private Placement		20,000,000			20,000		4,580,000			-			4,600,000			-			4,600,000
At-the-market transaction		918,019,821			918,020		171,636,495			-			172,554,515			-			172,554,515
Direct offer		15,382,378			15,382		14,758,146			-			14,773,528			-			14,773,528
Allotment of share		4,215,000			4,215		5,770,335			-			5,774,550			-			5,774,550
Fractional adjustment in reverse split		(930,084,680	)		-		-			-			-			-			-
Increase of shareholdings of a subsidiary		-			-		-			(34,855,348	)		(34,855,348	)		(1,142,160	)		(35,997,508	)
Net loss for the period		-			-		-			(576,359	)		(576,359	)		-			(576,359	)
Balance as of - January 31, 2026		42,095,538		$	972,180	$	215,883,762		$	(29,308,593	)	$	187,547,349		$	-		$	187,547,349

Balance as of November 1, 2025		18,981,535		$	949,066	$	191,380,857		$	(26,944,058	)	$	165,385,865		$	-		$	165,385,865
Balance		18,981,535		$	949,066	$	191,380,857		$	(26,944,058	)	$	165,385,865		$	-		$	165,385,865
Stock issued for:
At-the-market transaction		3,516,625			3,517		3,974,424			-			3,977,941			-			3,977,941
Direct offer		15,382,378			15,382		14,758,146			-			14,773,528			-			14,773,528
Allotment of share		4,215,000			4,215		5,770,335			-			5,774,550			-			5,774,550
Increase of shareholdings of a subsidiary		-			-		-			(749,019	)		(749,019	)		-			(749,019	)
Net loss for the period		-			-		-			(1,615,516	)		(1,615,516	)		-			(1,615,516	)
Net (loss)/income		-			-		-			(1,615,516	)		(1,615,516	)		-			(1,615,516	)
Balance as of - January 31, 2026		42,095,538		$	972,180	$	215,883,762		$	(29,308,593	)	$	187,547,349		$	-		$	187,547,349
Balance		42,095,538		$	972,180	$	215,883,762		$	(29,308,593	)	$	187,547,349		$	-		$	187,547,349

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AIRWA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

(Amounts in U.S. dollars, except for numbers of shares or as otherwise noted)


	For the Nine-Month Period Ended
	January 31,			January 31,
	2026			2025
	(unaudited)			(unaudited)
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss)/income	$	(576,359	)	$	4,048,515
Adjustments to reconcile net income to net cash used in operating activities
Amortization expense		2,232,693			2,232,693
Loss on financial assets at fair value through profit or loss		78,664			-
Change in fair value of derivative liability		-			4
Stock-based compensation		-			62,500

Changes in assets and liabilities, net of acquired amounts
Accounts receivable		143,888			(9,773,822	)
Other receivables		1,288,496			-
Prepayments and deposits		(4,359,341	)		-
Accounts payable		4,002,443			-
Accrued expenses		391,145			2,223,707
Income taxes payable		608,863			1,250,762
Other payable		10,960
Net cash (used in)/provided by operating activities		3,821,452			44,359

CASH FLOW FROM INVESTING ACTIVITY
Payment to investment in subsidiary		(165,797,198	)		-
Net cash used in investing activity		(165,797,198	)		-

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from private placement		4,600,000			-
Proceeds from AMT offering		172,554,515			-
Proceeds from direct offer		14,773,528			-
Proceeds from issue of share		5,774,550			-
Amount due from related party		(78,664	)		-
Amount due to related party		8,685			-
Net cash provided by financing activities		197,632,614			-

Effect of exchange rate fluctuations on cash and cash equivalents		-			-

NET INCREASE IN CASH		35,656,868			44,359

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		54,744			39,351

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	35,711,612		$	83,710

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Increase of shareholdings of a subsidiary		(749,019	)		-

The accompanying notes are an integral part of these consolidated financial statements.

F-4

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. ORGANIZATION AND NATURE OF BUSINESS

SCHEDULE OF EQUITY METHOD INVESTMENTS

Entity	Date of incorporation	Place of incorporation	Percentage of direct or indirect ownership	Principal activities
Subsidiaries:
Yuanyu Enterprise Management Co., Limited	November 11, 2021	Hong Kong	100% owned by the Company	Technology licensing
Aberfeldy Holdings Limited	August 6, 2024	Republic of Seychelles	100% owned by the Company	Holding company
26 Rafael Sdn. Bhd.	April 22, 2022	Malaysia	100% owned by the Company	Data-to-AI, End-to-End Solutions

Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on October 12, 2015. From 2019 through 2021, Lazex acquired various entities related to the manufacture and distribution of the Slinger Bag Launcher, a portable tennis ball, padel ball, and pickleball launcher. In 2019, Lazex changed its name to Slinger Bag Inc.; in 2022 Slinger Bag Inc. changed its name to Connexa Sports Technologies Inc.; and on September 30, 2025, Connexa Sports Technologies Inc. changed its name to AiRWA, Inc.

On November 21, 2024, the Company acquired 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr. Hongyu Zhou, the sole shareholder of YYEM for a combined $56 million (the “Acquisition”), paid partly in cash and partly in shares. By this transaction, the shareholders of YYEM became the controlling shareholders of the Company and appointed new directors to the Board. Slinger Bag Americas Inc., the Company’s wholly owned subsidiary prior to the closing, was sold, taking with it responsibility for all past and future liabilities related to the Slinger Bag business.

This transaction was accounted for as a “reverse acquisition”, so for accounting purposes, YYEM was deemed to be the accounting acquirer in the transaction, and the Company, the legal acquirer, was deemed to be the accounting acquiree.

The consolidated financial statements represent a continuation of the consolidated financial statements of YYEM.

F-5

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. ORGANIZATION AND NATURE OF BUSINESS (cont.)

Following the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM was the sole operating subsidiary of the Company. On October 22, 2025, the Company entered into a share purchase agreement with Mr. Zhou, now the Chairman of the Company, to acquire from him the 30% of the share capital of YYEM that it did not already own for $36,000,000, payable in cash, resulting in YYEM becoming a wholly owned subsidiary of the Company.

Established in November 2021, YYEM is based in Hong Kong and operates primarily in the emerging love and marriage market sector. YYEM’s mission is to empower global connections through innovative matchmaking technology. YYEM owns advanced patents and other proprietary technology which it licenses out, and it is using this intellectual property to develop an AI-powered matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. The Company believes YYEM’s pioneering technology has the power to transform the matchmaking industry, leading to greater success for YYEM’s licensees and their clients, and ultimately leading to more people finding successful life partnerships.

In August 2025, the Company 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 the Company has 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 just as they would cryptocurrencies — with transactions settled within seconds and ownership recorded on the blockchain, which is accessible 24 hours per day. The Company believes AiRWA Exchange will mark a significant step toward bridging the gap between conventional financial systems and the emerging decentralized economy.

On January 30, 2026, the Company 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.

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.

To date, the Company’s revenue model has largely been a function of YYEM’s licensing fees with its partners, which the Company may bolster through the development or acquisition of additional patents. Through YYEM, the Company generated royalties of $7.25 million for the nine-month period ended January 31, 2026. Going forward, the joint venture’s RWA exchange and the Target Subsidiary’s AI-specialist operations may contribute a larger proportion of the Company’s revenue.

For details of all prior operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited, and Flixsense Pty, Ltd. please see the Company’s filing on Form 10-K for the year ended April 30, 2024, filed July 25, 2024.

F-6

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

Principles of consolidation

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiary. A subsidiary is an entity over which the Company has control. Control is achieved when the Company has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns.

A subsidiary is consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above.

All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiary acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate.

All significant transactions and balances between the Company and its subsidiary have been eliminated.

F-7

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Use of estimates

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 accounts receivable. 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.

Foreign currency

The Company’s reporting currency is the U.S. Dollar (“USD”). The functional currencies of its subsidiaries are their respective local currencies. The determination of the respective functional currency is based on the criteria set out by ASC 830, “Foreign Currency Matters”.

Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income.

Cash and cash equivalents

For financial accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three months or less at the time of purchase.

F-8

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accounts receivable

Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers. Accounts receivable do not bear interest.

Since July 1, 2022, the Company early adopted Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, resulting in more timely recognition of credit losses. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of this guidance had no impact on the allowance for credit losses for accounts receivable as of January 31, 2026.

The Company maintains an allowance for credit losses, recorded as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive income/(loss). The Company assesses collectability by reviewing accounts receivable aging schedules.

In determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the ability to collect from customers. Delinquent account balances are written off against the allowance after management determines that collection is not probable.

For the three-month and nine-month periods ended January 31, 2026 and 2025, the Company did not record any expected credit losses against accounts receivable.

Deposits, Prepayments and Other Receivables

Deposits, Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, advances to employees, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes that the collection of amounts due is at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of January 31, 2026 and 2025, no allowance for credit losses provided against prepayments and other receivables was recorded.

Property and Equipment, Net

Property, plant and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property, plant and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property, plant and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate.

F-9

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Group. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized.

The estimated useful lives of property and equipment have been assessed as follows:

Category:	Depreciation Method	Useful Life
Furniture and fixtures	Straight line	5 years
Machinery and equipment	Straight line	5 years
Computer hardware and software	Straight line	10 years

Acquisition

These consolidated financial statements include the operations of acquired businesses from the date of the acquisitions.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting in accordance with U.S. GAAP. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in shareholders’ equity.

Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill unless they are valid measurement period adjustments.

Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in consolidated statements of operations and comprehensive (loss)/income, in accordance with ASC 360. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within shareholders’ equity.

The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of ASC 350, Intangibles — Goodwill and Other (“ASC 350”), are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with ASC 360-1-45, Long-Lived Assets Classified as Held for Sale or Gains or Losses in Continuing Operations, which are recognized at fair value less costs to sell.

Contingent liabilities are only included in the identifiable liabilities of the acquiree where there is a present obligation at the acquisition date.

On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for the Company’s reporting purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date.

Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non-controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by U.S. GAAP.

F-10

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in shareholders’ equity are recognized in profit or loss as a reclassification adjustment.

Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss.

Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed

Intangible assets, net

An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

The useful life of intangible assets has been assessed as follows:

Category		Useful Life
Property rights		5 years
Software		5 years
License		5 years
Customer relationships		5 years
IP		5 years

Internally developed software costs are recognized as an intangible asset when:

	●	it is technologically feasible to complete the asset so that it will be available for use or sale;
	●	there is an intention to complete and use or sell it;
	●	there is an ability to use or sell it;
	●	it will generate probable future economic benefits;
	●	there are available technical, financial, and other resources to complete the development and to use or sell the asset; and
	●	the expenditure attributable to the asset during its development can be measured reliably.

Amortization begins when development is complete and the asset is available for use. Development costs are amortized based on a useful life of five years.

Acquired intangible assets and development costs

In connection with an acquisition, the Company recognizes identifiable intangible assets acquired at their estimated fair values as of the acquisition date. Where the acquired business historically has capitalized certain internally developed software costs as “development costs,” the Company, in accordance with purchase accounting, records acquired software-related intangible assets (commonly referred to as developed technology) at fair value as of the acquisition date. The preliminary amount presented above reflects information available at the acquisition date and will be updated when the valuation is finalized.

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically. In connection with the Aberfeldy acquisition, the Company recognized identifiable intangible assets, such as customer relationships and intellectual property (including developed technology related to the acquired software platform), at their estimated acquisition-date fair values. These finite-lived intangible assets will be amortized over their estimated useful lives on a straight-line basis. Because the acquisition occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period presented and will commence in the subsequent quarter.

Acquisition-related costs

Acquisition-related costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration transferred.

Impairment of long-lived assets

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 the 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-month and nine-month periods ended January 31, 2026 and 2025 was nil.

F-11

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Related parties and related-party transactions

Related parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related-party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their related-party nature.

Accounts payable

Accounts payable consist of amounts owed to suppliers, vendors, and service providers for goods and services received in the ordinary course of business. Such amounts are recorded at invoice value, or at management’s estimate of amounts due when invoices have not yet been received, and are classified as current liabilities. Due to the short-term nature of these obligations, the carrying value of accounts payable approximates their fair value.

Accrued Expenses

Accrued expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date, including payroll and related expenses, interest, professional fees, and other operating costs. Accruals are based on management’s best estimates and are adjusted to actual amounts when the obligations are invoiced or settled.

Fair value of financial instruments

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

	Level 1 —	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

	Level 2 —	Other inputs that are directly or indirectly observable in the marketplace.

	Level 3 —	Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities:

Market Approach	—	Uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.

Income Approach	—	Uses valuation techniques to convert future amounts to a single present value, based on current market expectations about those future amounts.

Cost Approach	—	Based on the amount that would currently be required to replace an asset.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, deposits, amounts due from or to related parties, other receivables accounts payable, accrued expenses, and other payables. The carrying amounts of these financial instruments approximates their fair value due to their short-term maturity.

As discussed in Note 8, the Company holds a Level 1 investment in a Hong Kong company that has a quoted market price. The contributor of this investment has provided a downside guarantee to ensure a minimum value, so the asset is carried at a consistent value during periods in which the per-share price of the investment is below the originally contributed amount.

F-12

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition

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 adopts the 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.

Consistent with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service.

Royalty income

In the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company’s terms and conditions vary by customer and typically provide net 90-day terms.

The Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is provided to the customers.

Advertising revenue

The Company also provides digital marketing solution services related to performance advertising across diversified advertising channels (e.g., Google, Meta, etc.). Services typically include: (i) marketing strategy and planning; (ii) platform account setup and media placement; (iii) production of advertising creative (including video and other content); and (iv) ongoing campaign monitoring, analytics, optimization, and reporting.

Revenue from the Company’s performance advertising services is recognized over time because customers simultaneously receive and consume the benefits of the Company’s performance as the Company performs the services.

AI Revenue:

The Company derives revenue from customized AI agent project services, tool licensing subscriptions, and data value-added operations. The Company recognizes such revenue in accordance with ASC 606 in an amount that reflects the consideration the Company expects to receive when control of the promised goods or services is transferred to customers. Revenue from customized AI agent project services and data value-added operations is generally recognized over time as services are performed, using either the right-to-invoice practical expedient for contracts billed based on services provided or an input method based on labor hours or costs incurred for fixed-fee arrangements. Revenue from tool licensing subscriptions is recognized ratably over the subscription term as customers receive continuous access to the Company’s tools, updates, and support services. Amounts billed in advance are recorded as contract liabilities.

Cost of revenue

The Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology rights, which are directly attributable to the revenue.

For advertising revenue, cost of revenues consists primarily of (i) media placement and platform consumption costs incurred to obtain advertising inventory and related platform services from third-party digital advertising platforms, and (ii) fees paid to third-party cooperating platforms and service providers used to deliver, operate, measure, and optimize customer advertising campaigns (for example, ad networks, demand-side platforms, data or measurement providers, tracking and verification services, and other campaign execution tools).

The Company generally invoices customers for media and service fees in connection with performance advertising arrangements..

General and administrative expenses

General and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional fees for external legal, accounting and other consulting services, travelling expenses and other general office and administrative expenses.

F-13

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income taxes

The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Prior to the acquisition by YYAI, YYEM was a limited liability company. As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.

Commitments and contingencies

The Company accrues costs associated with legal actions when such costs become probable and the amounts can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the nine months ended January 31, 2026 and 2025, the Company did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Earnings Per Share

Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.

All common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings per share as the effect is antidilutive.

F-14

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Basic net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption value and deemed dividends on preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. The Company’s preferred shares are considered participating securities because they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary and preferred shares, whereas any undistributed net loss is allocated to ordinary shares only.

Diluted net income per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of preferred shares and convertible loans using the if-converted method, and ordinary shares issuable upon the vesting of restricted shares or exercise of outstanding share options, using the treasury stock method based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are excluded from the denominator of the diluted earnings per share calculation when their inclusion would be anti-dilutive.

Comprehensive income

The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Company during a period arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions to shareholders.

Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance. The Company’s revenue segments have similar economic characteristics, and they are managed as a single business unit. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company has determined that there is only one reportable operating segment.

Products and Services

Revenue from external customers by major product and service category for the nine months ended January 31, 2026 was as follows:

Product and service category	Revenue (USD)		%
Royalty income		7,250,000		55.9	%
Advertising income		5,723,064		44.1	%
Total revenue		12,973,064		100.0	%

Geographic Areas

Revenue from external customers by geographic area for the nine months ended January 31, 2026 was as follows:

Geographic area	Revenue (USD)		%
Hong Kong		3,750,000		29	%
United Kingdom		1,500,000		12	%
United States		2,000,000		15	%
Singapore		5,723,064		44	%
Total		12,973,064		100	%

Major Customers

SCHEDULE OF MAJOR CUSTOMERS

Major Customers	Revenue (USD)		%
A		3,750,000		29	%
B		1,500,000		12	%
C		2,000,000		15	%
D		2,468,191		19	%
E		3,254,873		25	%
Total		12,973,064		100	%

Recent accounting pronouncements

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures.

F-15

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

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 addresses 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, SG&A, 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.

In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. 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, or cash flows.

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.

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. 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, or cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. 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, or cash flows.

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.

In December 2025, 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.

F-16

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Note 3: CONCENTRATIONS OF RISK

Concentration of customer risk

The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable:

	As of January 31, 2026			As of April 30, 2025
Customer A		49	%		44	%
Customer D		19	%		26	%
Customer E		15	%		30	%
Concentration of customer risk		15	%		30	%

Concentration of credit risk

The Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration. As of January 31, 2026 and April 30, 2025, the Company held cash and cash equivalents of $35,711,613 and $54,744, respectively, substantially all of which were maintained with major financial institutions that management believes to have high credit quality.

Accounts receivable totaled $16,252,613 and $15,388,701 as of January 31, 2026 and April 30, 2025, respectively, and are derived from customer transactions. The Company’s accounts receivable and revenue are concentrated among three major customers, which together accounted for approximately 83% and 100% of total accounts receivable and 100% and 100% total revenue for the nine-month periods ended January 31, 2026 and 2025 respectively.

The Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when necessary.

F-17

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 4: ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	As of		As of
	January 31, 2026		April 30, 2025

Accounts receivable	$	16,252,613	$	15,388,701

As of January 31, 2026 and April 30, 2025, all accounts receivable were due from third-party customers. The provisions for credit losses were nil as of January 31, 2026 and April 30, 2025.

Note 5: DEPOSITS

As of January 31, 2026, the Company had deposits totaling $4,104,162 consisting primarily of refundable advance payments made to marketing and advertising service providers, as well as a refundable advance payment made to a technology development vendor in Malaysia. These deposits related to ongoing operations and business expansion activities and would be applied against future services or refunded in accordance with the terms of the related agreements. As of March 16, 2026, $4,000,000 of such deposits had been refunded to the Company, and the remaining $104,162 is expected to be refunded in April 2026.

Note 6: PREPAYMENTS

As of January 31, 2026, the Company had prepayments totaling $259,018 including advance payments for services and rental prepayments under existing lease agreements. These amounts will be recognized as expenses over the applicable periods.

SCHEDULE OF PREPAYMENTS

	As of		As of
	January 31, 2026		April 30, 2025

Prepaid rental		259,018		-
Total Prepayments		259,018		-

Note 7: OTHER RECEIVABLES

As of January 31, 2026, the Company had $1,460,150 of other receivables, primarily consisting of amounts due from another company for payments made on such company’s behalf. Such receivables are non-interest-bearing and are not loan receivables. The Company expects to collect the outstanding balance in April 2026.

SCHEDULE OF OTHER RECEIVABLES

	As of January 31, 2026,		As of April 30, 2025

Amount due from third party	$	1,460,150	$	2,662,718
Loan interest receivable		-		79,611
Total	$	1,460,150	$	2,742,329

F-18

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 8: INVESTMENT

This represents a quoted investment in Brightstar Technology Group Co., Ltd. as of January 31, 2026, a company listed on the Hong Kong Stock Exchange. The contributor of this investment has provided a downside guarantee to ensure a minimum value. The investment’s fair value is assessed annually, with gains or losses recognized in the financial statements.

Losses are recorded under “Financial assets at fair value through profit or loss”. Where the fair value falls below the guaranteed amount, the shortfall is compensated by the director under the guarantee arrangement, and the compensation is recognized as “Shares guarantee income”.

Note 9: DEVELOPMENT COSTS

Development costs represent capitalized costs related to the development of the Company’s AI-enabled software solutions, including AI & International Trade, AI & Finance, AI & Customer Service, AI & Digital Employee, AI & Smart Education, and AI & Intelligent Medicine.

SCHEDULE OF DEVELOPMENT COSTS


	As of
	January 31, 2026		April 30, 2025
AI & International Trade	$	1,919,483	$	-
AI & Finance		4,365,964		-
AI & Customer Service		324,730		-
AI & Digital Employee		423,800		-
AI & Smart Education		4,694,822		-
AI & Intelligent Medicine		2,030,937		-
Less: Accumulated Amortization		9,402,486		-
Development costs, net	$	4,357,250	$	-

There was no amortization expense for the nine months ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place just one day before the end of the quarter.

Amortization expense for the three-month period ended January 31, 2026 and 2025 was also nil.

The Company evaluates capitalized development costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If impairment indicators exist, the Company measures and recognizes an impairment loss to the extent the carrying amount exceeds the asset’s fair value.

Note 10: INTANGIBLE ASSETS, NET

Technology rights are stated at cost less accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over such technology rights’ estimated useful lives of five years.

Schedule of Acquisition of Intangible Asset – Technology Right
Date	Note	Amount
02/01/2022	Hey Yuan metaverse Marriage and Love social platform	$	384,515
02/01/2023	Shangou secure shopping		1,200,000
02/01/2023	Xinjudi creative base system		1,300,100
01/31/2024	Safe transaction method of payment with QR code		1,500,000
01/31/2024	Multifunctional network information security server		1,500,000
01/31/2024	Internet of things trade follow up method		1,500,000
01/31/2024	Retail information management control		1,500,000
01/31/2024	Live scene video automatic production system		1,500,000
01/31/2024	Video chat method and other storage media		1,500,000
01/31/2024	Speech recognition and other methods		1,500,000
01/31/2024	Data processing method and other storage media		1,500,000
Total		$	14,884,615

F-19

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 10: INTANGIBLE ASSETS, NET (cont.)

Schedule of Amortization of Intangible Asset – Technology Right
Date	Note	Amount
1/31/2026	Cost	$	14,884,615
1/31/2026	Accumulated amortization		(6,607,672	)
Net value of Intangible Asset – Technology Right as of January 31, 2026		$	8,276,943

Schedule of Amortization of Intangible Asset – Technology Right
Date	Note	Amount
4/30/2025	Cost	$	14,884,615
4/30/2025	Accumulated amortization		(4,374,980	)
Net value of Intangible Asset – Technology Right as of April 30, 2025		$	10,509,635

Amortization expense for the nine-month periods ended January 31, 2026 and 2025 was approximately $2,232,693 and $2,232,693 respectively.

Amortization expense for the three-month periods ended January 31, 2026 and 2025 was approximately $744,230 for both. These amounts are included in cost of revenue in the consolidated statements of operations and comprehensive (loss)/income.

Note 11: PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following:


	As of
	January 31, 2026		April 30, 2025
Office Equipment	$	2,725,735	$	-
Less: accumulated depreciation		654,771		-
Property and Equipment, net	$	2,070,964	$	-

No depreciation expense was recorded for the nine-month periods ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place just one day before the end of the quarter.

Depreciation expense was also nil for the three-month periods ended January 31, 2026 and 2025.

Note 12: BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS

Goodwill is allocated to the Company’s cash-generating units. The recoverable amounts of these cash- generating units have been determined based on value-in-use calculations. Other assumptions included in value-in-use calculations are closely linked to entity-specific key performance indicators

In connection with the acquisition of Aberfeldy Holdings Limited and its subsidiary, the Company recognized goodwill of $21,514,838, representing the excess of the consideration transferred over the estimated fair value of net identifiable assets acquired and liabilities assumed. This goodwill is primarily attributable to expected synergies from combining operations, anticipated future growth opportunities, and the assembled workforce and other benefits that do not qualify for separate recognition as identifiable intangible assets.

In connection with the acquisition, the Company recognized identifiable intangible assets at their estimated acquisition-date fair values, including:

	●	Customer relationships: $54,303,275
	●	Intellectual property (IP): $47,361,629 (primarily acquired developed technology/software and other acquired IP rights)

F-20

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 12: BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS (cont.)

These intangible assets are finite-lived and are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically.

Because the acquisition occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period presented and will commence in the subsequent quarter.


	As of
	January 31, 2026		April 30, 2025
Goodwill	$	21,514,838	$	-
Customer relationships		54,303,275		-
Intellectual property		47,361,629		-
Total goodwill and other intangible assets	$	123,179,742	$	-

Note 13: REVENUE — SEGMENT REPORTING BY GEOGRAPHIC REGION

The following shows the Company’s revenue segmented by geographic region for the nine-month periods and three-month periods ended January 31, 2026 and 2025.

Location	For the nine months ended January 31, 2026		For the nine months ended January 31, 2025		For the three months ended January 31, 2026		For the three months ended January 31, 2025

Hong Kong	$	3,750,000	$	4,090,909		1,250,000		1,363,636
Singapore		5,723,064		-		5,723,064		-
United Kingdom		1,500,000		2,454,545		-		1,090,909
United States of America		2,000,000		3,272,727		-		818,182
Total	$	12,973,064	$	9,818,181		6,973,064		3,272,727

SCHEDULE OF REVENUE BY STREAM

Revenue Stream	For the nine months ended January 31, 2026		For the nine months ended January 31, 2025		For the three months ended January 31, 2026		For the three months ended January 31, 2025

Royalty Income	$	7,250,000	$	9,818,181		1,250,000		3,272,727
Advertising		5,723,064		-		5,723,064		-
Total	$	12,973,064	$	9,818,181		6,973,064		3,272,727

F-21

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 14: AMOUNT DUE FROM RELATED PARTY

Nature of relationships with related party

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name		Relationship with the Company
Hongyu Zhou		Shareholder and director of the Company

Transaction with related party

	Name	As of January 31, 2026		As of April 30, 2025

Amount due from related party	Hongyu Zhou		2,906,193		2,827,528

Amount due to related party	Hongyu Zhou		784,091		775,406

The balances of $2,906,193 and $2,827,528 as of January 31, 2026 and April 30, 2025, respectively, represent amounts receivable from a director under the downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd.

Under the guarantee arrangement, the director is obligated to compensate the Company for any decline in the investment’s fair value below the guaranteed amount. Such compensation is recognized as Shares guarantee income in the statement of profit or loss. Management expects this receivable to be fully settled in the normal course of business.

The balances of $784,091 and $775,406 as of January 31, 2026 and April 30, 2025, respectively, represent amounts payable to a director for expenses paid on behalf of the Company.

F-22

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 15: ACCOUNTS PAYABLE

The Company’s accounts payable balances were as follows:

SCHEDULE OF ACCOUNTS PAYABLE

	As of		As of
	January 31, 2026		April 30, 2025

Accounts payable	$	4,002,443	$	-

As of January 31, 2026 and April 30, 2025, all accounts payable were due to third-party suppliers.

Note 16: ACCRUED EXPENSES

The following is a summary of accrued expenses as of January 31, 2026 and April 30, 2025, respectively.

SCHEDULE OF ACCRUED EXPENSES

	As of January 31, 2026		As of April 30, 2025

Accrued salaries and benefits – management		1,033,402		477,500
Accrued signing bonus		300,000		300,000
Accrued success fee		1,000,000		1,000,000
Amount due from bank		-		2,488
Accrued directors’ fees		180,000		150,000
Accrued professional fees		481,776		498,143
Total	$	2,995,178	$	2,428,131

Note 17: SHAREHOLDERS’ EQUITY

The Company has 1,000,000,000 shares of common stock authorized, with a par value of $0.001 per share. As of January 31, 2026 and April 30, 2025, the Company had 42,142,432 and 291,261 shares of common stock issued and outstanding, respectively (on a split-adjusted basis).

F-23

AiRWA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 17: SHAREHOLDERS’ EQUITY (cont.)

For the period from May 1, 2024 through July 31, 2024, the Company issued 16,613 shares of common stock to true-up shares related to the February 22, 2022 acquisition of PlaySight Interactive Ltd., for services rendered, for the exercise of warrants, and to round up fractional shares as part of a 1-for-20 reverse stock split.

For the period from August 1, 2024 through October 31, 2024, the Company issued 75,527 shares of common stock for the exercise of warrants.

For the period from November 1, 2024 through July 31, 2025, the Company issued 162,552 shares of common stock to complete the acquisition of YYEM.

On August 19, 2025, in connection with a private placement entered into on June 30, 2025, the Company issued 400,000 shares of common stock (together with five-year warrants to purchase 800,000 shares of common stock at an exercise price of $44.50). At $11.50 per unit (each consisting of a share and two warrants), the private placement raised $4,600,000 for the Company.

For the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268 shares to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50, which became effective on October 27, 2025. In this period, the Company also sold 18,290,063 shares in “at the market offerings,” generating net proceeds of $168,576,574. All share figures in these financial statements and notes are adjusted to reflect this reverse stock split.

For the period from November 1, 2025 through January 31, 2026, the Company sold 3,516,625 shares in at-the-market offerings, generating net proceeds of $3,977,941. In December 2025, the Company sold 15,382,378 shares in a direct offering, generating net proceeds of $14,773,528. And in January 2026, the Company allotted 4,215,000 shares to Mr. Zhou, generating net proceeds of $5,774,550.

Note 18: COMMITMENTS AND CONTINGENCIES

The Company was not subject to any legal proceedings during the nine months ended January 31, 2026, and there are currently no legal proceedings, to which it is a party, which could have a material adverse impact on its financial position, results of operations, or liquidity.

F-24

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements and the related notes appearing in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties, and assumptions. You should read the “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” sections of our Form 10-K for the period ended April 30, 2025 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All dollar figures expressed in terms of millions are rounded to one decimal place. All percentages are calculated using the unrounded underlying figures and rounded to the nearest whole number.

Business Overview

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.

YYEM’s mission is to empower global connections through innovative matchmaking technology. We own advanced patents and other proprietary technology which we license out, and we are using this intellectual property to develop an AI-powered matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. We believe our pioneering technology has the power to transform the matchmaking industry, leading to greater success for our licensees and their clients, and ultimately leading to more people finding successful life partnerships.

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.

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.

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.

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.

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.

Fundraising and Corporate Developments

Private Placement

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.

ATM Facility

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.

Acquisition

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.

Reverse Split

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.

Components of Results of Operations

Revenue

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.

Cost of revenue

Cost of revenue consists primarily of amortization charges against intangible assets (specifically, technology rights), which are directly attributable to revenue.

For our advertising business, cost of revenue primarily consists of media and platform costs and third-party cooperating-platform and campaign delivery costs.

Expenses

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.

Gross Profit

Gross profit is calculated as revenue less cost of revenue.

Results of Operations

Nine months ended, and three months ended, January 31, 2026 compared to the nine months ended, and three months ended, January 31, 2025

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:

	Nine Months Ended January 31,					Change						Three Months Ended January 31,					Change
	2026			2025		Amount			%			2026			2025		Amount			%
Revenue	$	12,973,064		$	9,818,181		3,154,883			32	%		6,973,064			3,272,727	$	3,700,337			113	%
Cost of Revenue		8,070,218			2,232,693		5,837,245			261	%		6,581,756			744,231		5,837,525			784	%
Gross Profit		4,902,846			7,585,488		(2,682,642	)		(35	)%		391,308			2,528,496		(2,137,188	)		(85	)%
Operating Expenses:
Selling and Marketing Expenses		450,000			-		(450,000	)		N/A			-			-		-			-
General and Administrative Expenses		4,472,850			2,286,207		2,186,643			96	%		1,957,379			1,998,205		(40,826	)		(2	)%
Total Operating Expenses		4,922,850			2,286,207		2,636,643			115	%		1,957,379			1,998,205		(40,826	)		(2	)%

Operating (Loss)/Income		(20,004	)		5,299,281		(5,319,285	)		100	%		(1,566,071	)		530,291		(2,096,362	)		(395	)%

Revenue

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.

Cost of Revenue

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.

Selling and Marketing Expenses

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.

General and Administrative Expenses

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.

Liquidity and Capital Resources

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.

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.

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.

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:

	Nine Months Ended January 31,					Change
	2026			2025		Amount			%
Cash Flow Provided by Operating Activity	$	3,821,452		$	44,359	$	3,777,093			8,515	%
Cash Flow Used in Investing Activity		(165,797,198	)		-		(165,797,198	)		100	%
Cash Flow Provided by Financing Activities	$	197,632,614		$	-	$	197,632,614			100	%

Operating Activities

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.

Investing Activities

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.

Financing Activities

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.

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.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditure, or capital resources that are material to investors.

Significant Accounting Policies

Our significant accounting policies are disclosed in Note 2 to the accompanying financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

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.

Allowance for Credit Losses

Accounts receivable are stated at their historical carrying amount net of allowance for credit losses.

Allowance for credit loss represents management’s best estimate of probable losses inherent in the portfolio. On June 30, 2022, the Company adopted ASC 326, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

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 January 31, 2026 and April 30, 2025, the Company had made no reserves.

Impairment of long-lived assets

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.

Fair value of financial instruments

Revenue Recognition

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.

The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivable are recorded when obligations have been performed and billed to the customer. During the period after the right to payment has become unconditional but before a bill has been issued, the amount owed is recorded as accrued revenue (receivables). The Company’s terms and conditions vary by customer and typically provide net 90-day terms.

Income Taxes

Recent Accounting Pronouncements

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures.

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.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. 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, or cash flows.

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.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2026. 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, or cash flows.

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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of January 31, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of the date of issuance, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers, or affiliates is an adverse party to the Company or has a material interest adverse to the Company’s interest.

None of our executive officers or directors has (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order, judgment, or decree enjoining, barring, suspending, or otherwise limiting involvement in any type of business, securities, or banking activity, or (iv) been found to have violated any Federal, state, or provincial securities or commodities law where such finding has not been reversed, suspended, or vacated.

ITEM 1A: RISK FACTORS

For information regarding the risk factors that could affect the Company’s business, results of operations, financial condition, and liquidity, see the information under Part I, Item 1A. “Risk Factors” in the Form 10-K which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in the Form 10-K.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION.

Insider trading arrangements and policies.

During the quarter ended January 31, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each of these terms is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

3.1		Certificate of Amendment to the Certificate of Incorporation, filed on September 30, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2025)

3.2		Certificate of Amendment to the Certificate of Incorporation, filed on October 22, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 23, 2025)

10.1		Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 22, 2025)

10.2		Placement Agency Agreement dated December 18, 2025, between AiRWA Inc., and A.G.P./Alliance Global Partners (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 22, 2025)

10.3		Securities Purchase Agreement, dated January 14, 2026, by and between AiRWA Inc. and Hongyu Zhou (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 15, 2026)

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	AiRWA, INC.

Dated: March 17, 2026	By:	/s/ Thomas Tarala
		Thomas Tarala
		Chief Executive Officer
		(Principal Executive Officer)

Dated: March 17, 2026	By:	/s/ Guibao Ji
		Guibao Ji
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

AIRWA INC. 10-Q