AiRWA INC. (YYAI) files late 10-K notice and signals net loss after AI acquisition

Rhea-AI Filing Summary

AiRWA INC. filed a Notification of Late Filing indicating it cannot submit its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 within the prescribed deadline for smaller reporting companies. Management and the independent auditors require more time to complete the first audit that includes results from a significant acquisition and new advertising revenue.

The delay stems from the first consolidation of an acquired AI-focused subsidiary and inclusion of a newly launched social media advertising business, which have added complexity to the audit. The company states it is working diligently with auditors and anticipates filing the Form 10-K on or before the fifteenth calendar day after the original due date. It expects the year’s results to show a net loss and notes that current steps are intended to improve the bottom line in the following financial year.

Positive

• None.

Negative

• Late filing of Form 10-K for the year ended April 30, 2026, due to additional time needed to complete the first post-acquisition consolidation and audit, may raise timing and reporting-control concerns.
• Anticipated net loss for the fiscal year ended April 30, 2026, as the company absorbs its AI-focused acquisition and initiates a new social media advertising business.

Key Figures

Fiscal Year End: April 30, 2026 Filing Extension Period: fifteenth calendar day Expected Result: net loss

3 metrics

Fiscal Year End April 30, 2026 Fiscal year covered by the delayed Annual Report on Form 10-K

Filing Extension Period fifteenth calendar day Maximum additional time the company plans to use to file the Form 10-K

Expected Result net loss Anticipated overall result for the fiscal year ended April 30, 2026

Key Terms

Notification of Late Filing, smaller reporting companies, consolidation exercise, forward-looking statements, +1 more

5 terms

Notification of Late Filing regulatory

"This Notification of Late Filing on Form 12b-25 contains"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

smaller reporting companies regulatory

"time period required for smaller reporting companies without unreasonable effort"

consolidation exercise financial

"This is the first consolidation exercise following a significant acquisition"

forward-looking statements regulatory

"contains “forward-looking statements” (within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

net loss financial

"The Company anticipates posting a net loss, although it believes"

Net loss is the amount by which a company’s total costs and expenses exceed its total income during a reporting period, after taking into account taxes and one‑time items. It matters to investors because repeated or large net losses can shrink a company’s cash and owner value, reducing its ability to pay dividends, invest for growth or borrow money — like a household spending more than it earns and dipping into savings to cover the shortfall.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 04:10 PM Accepted by SEC EDGAR 07/30/2026 - 04:10 PM Learn about SEC filing dates

FAQ

Why is AiRWA INC. (YYAI) delaying its Form 10-K filing for April 30, 2026?

AiRWA INC. is delaying its Form 10-K because management and auditors need more time to complete the audit. This year includes the first consolidation after a significant acquisition and the first audit of advertising revenue, adding complexity to the process.

When does AiRWA INC. (YYAI) expect to file its delayed 10-K?

AiRWA INC. anticipates filing its Form 10-K no later than the fifteenth calendar day after the original due date. The company says it is working diligently with its independent auditors to complete the fiscal year 2026 audit.

What factors are complicating AiRWA INC. (YYAI)’s 2026 audit?

The audit is complicated by the first consolidation of a significant AI-focused subsidiary acquired during the year and the first audit including social media advertising revenue. These factors require more detailed work by management and auditors.

Will AiRWA INC. (YYAI) report a profit or loss for the year ended April 30, 2026?

AiRWA INC. expects to report a net loss for the fiscal year ended April 30, 2026. The results will reflect the acquired AI-focused subsidiary and newly initiated social media advertising business, with management aiming to improve profitability next year.

Does AiRWA INC. (YYAI) expect significant changes in operations versus last year?

Yes. The company indicates its 2026 results will significantly change by including an acquired AI-focused subsidiary and a new social media advertising business. These new operations will be reflected in the upcoming Form 10-K results.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25	SEC FILE NUMBER 001-41423
	CUSIP NUMBER 831445606

NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended April 30, 2026
☐	Transition Report on Form 10-K
☐	Transition Report on Form 20-F
☐	Transition Report on Form 11-K
☐	Transition Report on Form 10-Q
☐	Transition Report on Form N-SAR
For the Transition Period Ended _____________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ___________

PART I - REGISTRANT INFORMATION

AiRWA INC.

Full Name of Registrant

Former Name if Applicable

74 E. Glenwood Ave. # 320

Address of Principal Executive Office (Street and Number)

Smyrna, DE 19977

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

AiRWA INC. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”) by the prescribed time period required for smaller reporting companies without unreasonable effort and expense because additional time is required by the Company’s management, working in conjunction with the Company’s independent auditors, to complete the Company’s audit for the year ended April 30, 2026. This is the first consolidation exercise following a significant acquisition the Company made during the fiscal year, and it is the first audit that includes advertising revenue, two factors that have necessitated more time as the Company and its auditors work through the process. The Company is diligently working with its auditors and anticipates that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

Cautionary Statement Concerning Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 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), including statements regarding the Company’s ability to complete the filing of the Annual Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date. These statements are based on current expectations as of the date of this Notification of Late Filing on Form 12b-25 and involve a number of risks and uncertainties, which may cause results to differ materially from those indicated by these forward-looking statements. These risks include, without limitation, risks related to the Company’s ability to timely complete the Form 10-K, including the auditor timely completing its audit of the Company’s financial statements, for the fiscal year ended April 30, 2026. Any reader of this Notification on Form 12b-25 is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Notification of Late Filing on Form 12b-25. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this Notification of Late Filing on Form 12b-25, except as required by applicable laws or regulations.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Guibao Ji		646		453-0678
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

The Company’s financial results for the fiscal year ended April 30, 2026, will reflect the financial results of the AI-focused subsidiary it acquired during the year, as well as the social media advertising business it initiated during the year. The Company anticipates posting a net loss, although it believes that the steps it is taking currently will improve the Company’s bottom line in the coming financial year. A reasonable estimate of the results cannot be made at this time, because, as described above, this is the Company’s first consolidation exercise following the significant acquisition the Company made during the fiscal year, and it is the first audit that includes the Company’s advertising revenue, two factors that have necessitated more time for the Company to complete its audit.

AiRWA INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 30, 2026	By:	/s/ Thomas Tarala
		Thomas Tarala
		Chief Executive Officer