AiRWA faces Nasdaq deficiency over missing 10-K
AiRWA Inc. (YYAI) disclosed that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended April 30, 2026.
Rhea-AI Filing Summary
AiRWA Inc. (YYAI) disclosed that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended April 30, 2026. The delay is attributed to the added complexity of consolidating a recently acquired business.
The company has 60 days from the August 24, 2026 notice, until October 23, 2026, to submit a compliance plan, and Nasdaq may grant up to 180 days from the 10-K due date, until January 25, 2027, to regain compliance. The notice has no immediate effect on trading of YYAI on the Nasdaq Capital Market. AiRWA states that it expects and intends to file the Form 10-K before the October 23, 2026 plan deadline, but also notes there is no assurance it will satisfy Nasdaq’s requirements or maintain listing.
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- None.
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- Nasdaq non-compliance notice for failure to file the Form 10-K for year ended April 30, 2026, creating a risk of delisting if AiRWA does not regain compliance by the applicable Nasdaq deadlines.
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Nasdaq Listing Rule 5250(c)(1) regulatory
deficiency notification letter regulatory
Form 12b-25 regulatory
Regulation FD Disclosure regulatory
forward-looking statements regulatory
FAQ
Why did AiRWA Inc. (YYAI) receive a Nasdaq deficiency notice?
Does the Nasdaq deficiency notice immediately affect trading of YYAI stock?
What deadlines has AiRWA (YYAI) disclosed to regain Nasdaq compliance?
Why was AiRWA’s Form 10-K for April 30, 2026 delayed?
What does AiRWA (YYAI) expect regarding its late Form 10-K filing?
What is Nasdaq Listing Rule 5250(c)(1) mentioned by AiRWA (YYAI)?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 24, 2026, AiRWA Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) indicating that the Company’s failure to file its Annual Report on Form 10-K for the period ended April 30, 2026 (the “Filing”), violated Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The delay resulted from the fact that, following a significant acquisition, it has proven more time-consuming than anticipated to consolidate the financial results of the acquired business with the Company’s own.
The Company has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the Filing’s due date, or until January 25, 2027, to regain compliance.
The Company expects and intends to file the Filing and regain compliance with Nasdaq’s listing requirements before the October 23, 2026, deadline for submission of the plan.
There can be no assurance that the Company will be able to satisfy the Nasdaq’s continued listing requirements, regain compliance with the Rule, and maintain compliance with other Nasdaq listing requirements.
Item 7.01 Regulation FD Disclosure
On August 28, 2026, the Company issued a press release related to the information described in Item 3.01 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished with this Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press Release date August 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AiRWA INC. | ||
| a Delaware corporation | ||
| Dated: August 28, 2026 | By: | /s/ Thomas Tarala |
Thomas Tarala Chief Executive Officer | ||
Exhibit 99.1
AiRWA receives expected notification of deficiency from Nasdaq related to delayed filing of annual report on Form 10-K
Smyrna, Delaware — August 28, 2026 (GLOBE NEWSWIRE) — AiRWA Inc. (NASDAQ: YYAI) (the “Company”) today announced that it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on August 24, 2026 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the year ended April 30, 2026 (the “Form 10-K”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2026. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.
The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice, or until October 23, 2026, to submit a plan to regain compliance with the Listing Rule. Pursuant to the Notice, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-K’s due date, or until January 25, 2027, for the Company to regain compliance. The Company expects and intends to file the Form 10-K before the October 23, 2026, deadline for submission of the plan.
As previously disclosed, the filing of the Form 10-K was delayed due to the matters described in the Form 12b-25. Following a significant acquisition, it has proved more time-consuming than anticipated to consolidate the financial results of the acquired business with our own.
The Company continues to work diligently to complete its 2026 10-K and, once it is filed with the SEC, the Company anticipates regaining and maintaining compliance with its SEC reporting obligations and Nasdaq listing requirements.
About YYAI
AiRWA Inc. (Nasdaq: YYAI) is an AI-specialist company providing end-to-end, full-cycle “data-to-AI” services designed to empower enterprises to transition seamlessly from raw data to intelligent applications through a closed-loop system of data generation, model refinement, and operational feedback. Through its subsidiary, Yuanyu Enterprise Management Co., Limited, AiRWA also owns advanced patents and proprietary technology that have been licensed to partners worldwide to enable them to develop localized digital matchmaking and other technology solutions. The company has been aiming to drive innovation in digital finance through AiRWA Exchange, which was conceived to focus on the tokenization of real-world assets (RWA), particularly tokenized U.S. stocks. And following a recent acquisition, the company operates an international trading business that is expanding from Asia to Europe, North America, and elsewhere.
YYAI Contact Information
Email: info@yuanyuenterprise.com
Website: www.yuanyuenterprise.com
Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These may be identified by the use of words such as “expect,” “anticipate,” “believe,” “may,” “will,” “should,” “plan,” “project,” “intend,” “estimate,” and similar expressions. There can be no assurance that the benefits contemplated by the contract described herein will be achieved. Statements such as these are based on current plans, estimates, and expectations, and involve inherent risks and uncertainties. Factors that could cause actual results to differ include, but are not limited to:
| ● | product development risks; | |
| ● | regulatory approvals; | |
| ● | market acceptance; | |
| ● | competitive dynamics; | |
| ● | the ability to apply the new AI models to the specific aspects of the business as contemplated herein; | |
| ● | 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 detailed in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended April 30, 2025. |
Forward-looking statements speak only as of the date they are made. Neither the Company nor any other person undertakes to update any forward-looking statements, except as required by law.