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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
October
7, 2025
Date
of Report (Date of earliest event reported)
AIRWA
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-41423 |
|
61-1789640 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
74
E. Glenwood Ave., #320
Smyrna,
DE 19977
(Address
of principal executive offices, including Zip Code)
(646)
453-0678
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par
value |
|
YYAI |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure
On
October 7, 2025, AiRWA Inc. (the “Company”) issued a press release to announce the receipt of $30 million of Solana tokens
into AiRWA Exchange, as well as successful test runs settling trades of tokenized U.S. equities. 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 dated October 7, 2025, entitled “AiRWA Inc. Announces Receipt of $30 Million of Solana Tokens into AiRWA Exchange, as well as Successful Test Runs Settling Trades of Tokenized U.S. Equities” |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
Additional
information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings
with the SEC.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other
than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements
regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain
compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.
Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,”
“goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are
based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual
results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information
regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company
files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this
Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required under applicable securities laws.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AIRWA INC. |
| |
a Delaware corporation |
| |
|
|
| Dated: October 7, 2025 |
By: |
/s/ Thomas
Tarala |
| |
|
Chief Executive Officer |
