UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING |
OMB
APPROVAL |
| OMB
Number: |
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average burden hours per response |
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| SEC
FILE NUMBER |
| 001-41423 |
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| CUSIP
NUMBER |
| 831445705 |
| (Check
one): |
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☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: July 31, 2026 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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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 |
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| 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; |
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| (b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN 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 |
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| (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, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
AiRWA
Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q
for the period ended July 31, 2026 (the “Quarterly Report”) by the September 14, 2026 filing date applicable to smaller
reporting companies due to a delay experienced by the Registrant in filing its Form 10-K for the financial year ended April 30,
2026. As a result, the Registrant is still in the process of compiling the information required to complete the Quarterly Report and
conducting a final review of the financial statements and other disclosures in the Quarterly Report for the period ended July 31,
2026 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later
than the fifth calendar day following the prescribed filing date.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Guibao
Ji |
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(646) |
|
453-0678 |
| (Name) |
|
(Area
Code) |
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(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). |
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Yes
☐ No ☒ |
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The Company’s Form 10-K for the financial year ended April 30, 2026 will be filed late, as noted above. |
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| (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? |
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Yes
☒ No ☐ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
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Since the corresponding period in the last fiscal year, the Registrant has gained income from advertising and AI
services while losing royalty income. The Registrant is continuing the process of consolidaating the financial results of the AI services
company it acquired recently and expects to be able to file the Quarterly Report no later than the fifth calendar day following the prescribed
filing date. |
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:
September 14, 2026 |
By: |
/s/
Thomas Tarala |
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Name:
|
Thomas Tarala |
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Title: |
Chief
Executive Officer |
