AiRWA, Inc. (YYAI) sees lower net income, higher costs in 10-Q

Rhea-AI Filing Summary

AiRWA, Inc. filed a notice that it will delay its Quarterly Report on Form 10-Q for the period ended October 31, 2025, explaining it could not complete the financial statements and disclosures by the December 15, 2025 deadline without unreasonable effort or expense. The company expects to submit the report within the allowed five-day extension.

The upcoming report will cover results for Yuanyu Enterprise Management Co., Limited, which became its subsidiary in November 2024. AiRWA currently expects net income for the six months ended October 31, 2025 to decrease by about $8.6 million compared with the same period in 2024, as operating expenses rise by about $8.8 million, from roughly $0.3 million to about $9.2 million, mainly from higher general and administrative costs related to YYEM operating as a subsidiary.

Positive

• None.

Negative

• Expected earnings deterioration: AiRWA currently anticipates net income for the six months ended October 31, 2025 will decrease by approximately $8.6 million compared with YYEM’s results for the prior-year period.
• Sharp cost increase: Operating expenses are expected to rise by about $8.8 million, from roughly $0.3 million to about $9.2 million, mainly due to higher general and administrative costs tied to YYEM being an operating subsidiary.

Insights

Equity analyst – small-cap financials

AiRWA flags a late 10-Q and a sizeable earnings decline driven by higher operating costs.

AiRWA, Inc. is using the Rule 12b-25 extension because it could not complete its Form 10-Q for the period ended October 31, 2025 without unreasonable effort or expense. The company states it is still compiling required information and finalizing review of the financial statements and disclosures, but plans to file within the five-day grace period.

The notice highlights a material shift in performance at subsidiary Yuanyu Enterprise Management Co., Limited (YYEM). AiRWA expects net income for the six months ended October 31, 2025 to decline by approximately $8.6 million versus YYEM’s results for the comparable 2024 period. This is driven by an increase in operating expenses of about $8.8 million, from roughly $0.3 million to about $9.2 million, primarily from higher general and administrative costs associated with YYEM operating as a subsidiary of AiRWA for the full period.

The independent registered public accounting firm has not yet completed its review of the financial statements to be included in the report, so these figures are management’s current expectations. Once the 10-Q for the six months ended October 31, 2025 is filed, it will provide fuller detail on the cost structure changes and how ongoing public-company and corporate overhead expenses affect YYEM’s profitability.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number:
	Expires:
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	SEC FILE NUMBER
	001-41423
	CUSIP NUMBER
	831445507

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: October 31, 2025
		☐ 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:

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.

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, 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
	(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 October 31, 2025 (the “Quarterly Report”) by the December 15, 2025 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information 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 October 31, 2025 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		(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 Quarterly Report consists of results of operations related to the Registrant, which owns Yuanyu Enterprise Management Co., Limited (“YYEM”). YYEM was a private company prior to November 2024, before it became a subsidiary of the Registrant. Although the Registrant’s independent registered public accounting firm has not yet finished its review of the financial statements to be included in the Quarterly Report, the Company currently expects that, compared to the results of operations of YYEM for the six months ended October 31, 2024, net income for the six months ended October 31, 2025 decreased by approximately $8.6 million, due to an increase in operating expenses of approximately $8.8 million, from approximately $0.3 million for the six months ended October 31, 2024, to approximately $9.2 million for the six months ended October 31, 2025. These increases in operating expenses were driven by higher general and administrative expenses, which increased by approximately $8.8 million, primarily as a result of the higher costs relating to YYEM being an operating subsidiary of the Registrant in November 2024 for the entirety of the six months ended October 31, 2025.
	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.

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: December 15, 2025	By:	/s/ Guibao Ji
	Name:	Guibao Ji
	Title:	Chief Financial Officer

FAQ

Why did AiRWA, Inc. (YYAI) delay its Form 10-Q filing?

AiRWA, Inc. explained that it could not complete the financial statements and other disclosures for its Form 10-Q for the period ended October 31, 2025 by the December 15, 2025 deadline without unreasonable effort or expense, so it is using the Rule 12b-25 extension.

When does AiRWA, Inc. (YYAI) expect to file the delayed 10-Q?

The company states that it anticipates filing its Quarterly Report on Form 10-Q for the period ended October 31, 2025 no later than the fifth calendar day following the prescribed filing date.

How are AiRWA, Inc. (YYAI) results expected to change in the upcoming 10-Q?

AiRWA currently expects that, compared with YYEM’s results for the six months ended October 31, 2024, net income for the six months ended October 31, 2025 will decrease by approximately $8.6 million.

What is driving the higher operating expenses for AiRWA, Inc. (YYAI)?

The company expects operating expenses for the six months ended October 31, 2025 to increase by about $8.8 million, from roughly $0.3 million to about $9.2 million, mainly due to higher general and administrative costs from Yuanyu Enterprise Management Co., Limited operating as a subsidiary for the full period.

What role does Yuanyu Enterprise Management Co., Limited (YYEM) play in AiRWA, Inc. (YYAI)?

The Quarterly Report will consist of results of operations related to AiRWA, Inc., which owns Yuanyu Enterprise Management Co., Limited (YYEM). YYEM was a private company prior to November 2024, before it became a subsidiary of AiRWA.

Has AiRWA, Inc. (YYAI) filed its other required SEC reports on time?

The company indicates that all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, or for the shorter period it was required to file, have been filed.