AiRWA Inc. (NASDAQ: YYAI) wins backing for reverse split and larger equity plan

Rhea-AI Filing Summary

AiRWA Inc. held its 2026 annual stockholder meeting, where investors approved all six proposals, including director elections, auditor ratification, equity plan changes, and a large reverse stock split authorization.

Stockholders re-elected five directors and ratified Enrome LLP as auditor for the fiscal year ending April 30, 2026. They approved an amendment to increase the 2026 AiRWA Share Incentive Plan pool to 3,500,000 shares and add an evergreen feature allowing annual increases of up to 8% of outstanding shares through 2030. Investors also authorized one or more reverse stock splits over the next two years, at ratios between 1-for-40 and 1-for-800, with the board setting final terms. Executive compensation received majority support in a non-binding vote, and stockholders favored holding future say-on-pay votes every three years.

Insights

Corporate governance analyst

Stockholders backed all proposals, including a broad reverse split mandate and expanded equity plan.

AiRWA Inc. obtained stockholder approval for a flexible capital structure toolkit. The board may implement one or more reverse stock splits within a wide 1-for-40 to 1-for-800 range during the next two years, giving it leeway to manage share price or listing requirements if needed.

The equity incentive plan now permits up to 3,500,000 shares plus annual evergreen increases of up to 8% of outstanding shares through 2030, potentially increasing stock-based compensation capacity. Advisory support for executive pay and a three-year say-on-pay frequency suggests general alignment between management and stockholders, though the actual impact will depend on how aggressively the board uses these new authorities.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 42,142,432 shares Shares represented at meeting: 19,689,058 shares Equity plan pool: 3,500,000 shares +5 more

8 metrics

Shares outstanding 42,142,432 shares Common stock outstanding and entitled to vote as of February 23, 2026

Shares represented at meeting 19,689,058 shares Shares present in person or by proxy at the 2026 annual meeting

Equity plan pool 3,500,000 shares Maximum shares available under the 2026 AiRWA Share Incentive Plan after amendment

Evergreen increase rate 8% of outstanding shares Annual increase to equity plan through 2030, based on shares outstanding each April 30

Reverse split range 1-for-40 to 1-for-800 Authorized reverse stock split ratios over the next two years

Votes for reverse split 18,231,409 votes Votes in favor of Proposal Four authorizing reverse stock splits

Votes for auditor ratification 19,259,173 votes Votes in favor of Enrome LLP as auditor for fiscal year ending April 30, 2026

Votes for say-on-pay 18,684,202 votes Votes in favor of non-binding advisory approval of executive compensation

Key Terms

reverse stock splits, evergreen provision, non-binding advisory vote, emerging growth company, +2 more

6 terms

reverse stock splits financial

"To approve one or more reverse stock splits of our common stock over the course"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

evergreen provision financial

"and to insert an “evergreen” provision that allows for an annual increase"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

non-binding advisory vote regulatory

"Proposal Five: Non-Binding Advisory Vote on the Approval of Executive Compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"To ratify the appointment of Enrome LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

share incentive plan financial

"To approve the amendment to the 2026 AiRWA Share Incentive Plan"

A share incentive plan is a company program that gives employees or directors the chance to receive or buy company shares, often after staying with the firm or meeting performance goals. It matters to investors because it’s like giving workers a slice of the company pie to boost performance and loyalty, but issuing those slices can reduce each existing owner’s portion and change metrics such as earnings per share and share count.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

April 17, 2026

Date of Report (Date of earliest event reported)

AiRWA INC.

(Exact name of registrant as specified in its charter)

Delaware		1-41423		61-1789640
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

74 E. Glenwood Ave., #320

Smyrna, DE 19977

(Address of principal executive offices)

(646) 453-0678

(Registrant’s telephone number, including area code)

N/A

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		YYAI		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 17, 2026, AiRWA Inc. (the “Company”) held its 2026 annual meeting of stockholders at 10:00 a.m. Eastern Time (the “Annual Meeting”) virtually to vote on the proposals identified in the Company’s definitive proxy statement filed with U.S. Securities and Exchange Commission on April 6, 2026, as amended and supplemented on April 8, 2026. As of February 23, 2026, the record date of the Annual Meeting, there were a total of 42,142,432 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 19,689,058 shares of Common Stock were represented in person or by proxy, constituting a quorum.

At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:

Proposal One: Election of Directors

To elect five directors to serve until our next annual meeting of the holders of our common stock or until their successor is duly elected and qualified.

Election of each of the five directors under Proposal One was approved by the Company’s stockholders. The voting results were as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
Thomas Tarala		19,186,161		502,897		( 0 )
Hongyu Zhou		19,051,797		637,261		( 0 )
Chenlong Liu		19,118,539		570,519		( 0 )
Hai Bin Cui		19,140,886		548,172		( 0 )
Bini Zhu		19,213,613		475,445		( 0 )

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

To ratify the appointment of Enrome LLP as our independent registered public accounting firm for the fiscal year ending April 30, 2026.

Proposal Two was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
19,259,173		182,653		247,232		( 0 )

Proposal Three: Approval of the Amendment to the 2026 Plan

To approve the amendment to the 2026 AiRWA Share Incentive Plan (formerly the 2020 Slinger Bag Inc. Global Share Incentive Plan) (the “2026 Plan”) to increase the number of shares available for issuance to 3,500,000 shares and to insert an “evergreen” provision that allows for an annual increase in the number of shares available for issuance under the 2026 Plan to be added on the first day of each fiscal year through and including 2030 in an amount equal to 8% of the number of shares of our common stock outstanding on the immediately preceding April 30 or such lesser amount determined by the board of directors of the Company (the “Board”) or the compensation committee of the Board.

Proposal Three was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
18,117,448		1,497,747		73,863		( 0 )

Proposal Four: Approval of Reverse Stock Splits

To approve one or more reverse stock splits of our common stock over the course of the next two years at a ratio within a range of 1-for-40 to 1-for-800 (each, a “Reverse Stock Split”), with the Board or its delegated authorized persons to set the specific ratio and determine the date for each Reverse Stock Split to be effective.

Proposal Four was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
18,231,409		1,448,915		8,734		( 0 )

Proposal Five: Non-Binding Advisory Vote on the Approval of Executive Compensation

To approve, on an advisory basis, the compensation paid to our named executive officers.

Proposal Five was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
18,684,202		872,868		131,988		( 0 )

Proposal Six: Non-Binding Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of Named Executive Officers

To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers.

The frequency of “3 Years” under Proposal Six was approved by the Company’s stockholders. The voting results were as follows:

For 1 Year		For 2 Years		For 3 Years		Votes Abstained		Broker Non-Votes
1,326,434		175,904		18,056,979		129,741		( 0 )

SIGNATURE

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

	AiRWA inc.
Dated: April 22, 2026	By:	/s/ Thomas Tarala
	Name:	Thomas Tarala
	Title:	Chief Executive Officer

FAQ

What did AiRWA Inc. (YYAI) stockholders approve at the 2026 annual meeting?

Stockholders approved all six proposals, including re-electing five directors, ratifying Enrome LLP as auditor, expanding the 2026 share incentive plan, authorizing a wide-range reverse stock split, and backing executive compensation and a three-year frequency for future advisory pay votes.

How many AiRWA Inc. (YYAI) shares were eligible and present for the 2026 meeting?

A total of 42,142,432 common shares were outstanding and entitled to vote as of February 23, 2026. At the annual meeting, 19,689,058 shares were represented in person or by proxy, which established a quorum for conducting official stockholder business and voting.

What reverse stock split authority did AiRWA Inc. (YYAI) receive from stockholders?

Stockholders approved one or more reverse stock splits within a 1-for-40 to 1-for-800 range over the next two years. The board, or its designee, will choose the exact ratio and effective date for any reverse stock split it decides to implement.

How was AiRWA Inc. (YYAI) executive compensation received by stockholders?

In a non-binding advisory vote, 18,684,202 shares voted for, 872,868 against, and 131,988 abstained on executive compensation. This indicates majority support for pay practices, although the advisory nature means the board is not legally bound by the result.

What changes were approved to AiRWA Inc.’s 2026 share incentive plan (YYAI)?

Stockholders increased the 2026 AiRWA Share Incentive Plan pool to 3,500,000 shares and added an evergreen provision. This allows annual increases through 2030 of up to 8% of shares outstanding on each preceding April 30, subject to board or committee discretion.

How often will AiRWA Inc. (YYAI) hold future advisory votes on executive pay?

Stockholders favored a three-year frequency for future advisory votes on executive compensation, with 18,056,979 votes for three years versus smaller support for one- or two-year intervals. This sets the preferred schedule for future say-on-pay votes, guiding the company’s governance practices.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB