Hongyu Zhou reports 13.80% AiRWA Inc. (YYAI) stake after stock split

Rhea-AI Filing Summary

AiRWA Inc. (YYAI) received a significant ownership disclosure as Hongyu Zhou reported beneficial ownership of 5,816,489 shares of common stock, representing 13.80% of the outstanding class. All of these shares carry sole voting and dispositive power.

The position reflects two main transactions, adjusted for a 1-for-50 reverse stock split effected on October 27, 2025. The issuer issued 8,127,572 shares of common stock (162,552 shares after the split) to Zhou in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited, giving the company a 70% ownership stake in that entity. In a later financing, AiRWA sold 4,215,000 shares of common stock to Zhou at a purchase price of $1.37 per share under a securities purchase agreement dated January 14, 2026.

The filing states the holdings are for investment purposes, and that Zhou currently has no specific plans for corporate actions, though he may review and change his position or seek to influence management or the board in the future. The ownership percentage is based on the total number of AiRWA shares outstanding as of January 15, 2026.

Insights

Equity ownership & governance analyst

Hongyu Zhou now holds 13.80% of AiRWA with sole voting control over these shares.

Hongyu Zhou reports beneficial ownership of 5,816,489 AiRWA common shares, representing 13.80% of the outstanding class based on shares outstanding as of January 15, 2026. He has sole power to vote and dispose of all of these shares, which can provide meaningful influence in shareholder decisions even without formal control.

The stake stems from two components, both adjusted for AiRWA’s 1-for-50 reverse stock split effected on October 27, 2025. First, AiRWA issued 8,127,572 pre-split shares (162,552 post-split) to Zhou in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited, giving AiRWA a 70% ownership stake in that company. Second, under a securities purchase agreement dated January 14, 2026, AiRWA sold 4,215,000 shares of common stock to Zhou at $1.37 per share.

The filing describes Zhou’s holdings as acquired for investment purposes and states he currently has no specific plans for corporate transactions listed under Item 4, while noting he may review or change his intentions and potentially seek to influence management or the board. Future company disclosures will clarify any changes in his ownership level or involvement in AiRWA’s strategic decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AiRWA INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

831445507

(CUSIP Number)

Hongyu Zhou
Room 3212, Tower 1, The Gateway, Harbour City, 25 Canton Road
Kowloon, K3, 00000
1 (646) 453-0678

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 831445507

1

Name of reporting person

Hongyu Zhou

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,816,489.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,816,489.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,816,489.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.80 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: AiRWA INC.
(c)	Address of Issuer's Principal Executive Offices: 74 E. Glenwood Ave., #320, Smyrna, DELAWARE , 19977.
Item 2.	Identity and Background
(a)	The Reporting Person owns 5,816,489 shares of Common Stock (giving effect to the 1-for-50 reverse stock split effected on October 27, 2025), representing approximately 13.80% of the outstanding class.
(b)	Sole power to vote or direct the vote - 5,816,489 votes. Shared power to vote or direct the vote - 0 votes. Sole power to dispose or direct the disposition - 5,816,489 votes. Shared power to dispose of direct the disposition - 0 votes.
(c)	None.
(d)	None.
(e)	None.
(f)	China
Item 3.	Source and Amount of Funds or Other Consideration
	On November 21, 2024, the Issuer issued 8,127,572 shares of Common Stock (162,552 shares after giving effect to the 1-for-50 reverse stock split effected on October 27, 2025) to the Reporting Person in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited ("YYEM") to complete the acquisition of a 70% ownership stake in YYEM. On January 14, 2026, the Issuer entered into a securities purchase agreement with the Reporting Person, pursuant to which the Issuer sold 4,215,000 shares of Common Stock at a purchase price of $1.37 per share to the Reporting Person, which is disclosed by the Issuer in the Current Report on Form 8-K filed with the SEC on January 15, 2026.
Item 4.	Purpose of Transaction
	The Reporting Person acquired (1) 162,552 shares of Common Stock of the Issuer in connection with the merger of YYEM into the Issuer, and (2) 4,215,000 shares of Common Stock of the Issuer pursuant to the securities purchase agreement, dated January 14, 2026, for investment purposes. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person owns 5,816,489 shares of Common Stock after giving effect to the 1-for-50 reverse stock split effected on October 27, 2025, representing approximately 13.80% of the outstanding class, based on the total number of shares outstanding as of January 15, 2026.
(b)	Sole power to vote or direct the vote - 5,816,489 votes. Shared power to vote or direct the vote - 0 votes. Sole power to dispose or direct the disposition - 5,816,489 votes. Shared power to dispose of direct the disposition - 0 votes.
(c)	None.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hongyu Zhou

Signature:	/s/ Hongyu Zhou
Name/Title:	Hongyu Zhou
Date:	01/23/2026

FAQ

What percentage of AiRWA Inc. (YYAI) does Hongyu Zhou currently own?

Hongyu Zhou beneficially owns 5,816,489 shares of AiRWA common stock, representing approximately 13.80% of the outstanding class, based on the total number of shares outstanding as of January 15, 2026.

How did Hongyu Zhou acquire his shares of AiRWA Inc. (YYAI)?

Zhou’s stake comes from two main transactions. On November 21, 2024, AiRWA issued 8,127,572 shares (162,552 shares after the 1-for-50 reverse stock split effected on October 27, 2025) to him in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited, giving AiRWA a 70% ownership stake in that company. Later, on January 14, 2026, AiRWA sold 4,215,000 shares of common stock to Zhou at a purchase price of $1.37 per share under a securities purchase agreement.

Does Hongyu Zhou have control over voting and disposition of his AiRWA (YYAI) shares?

Yes. The filing states that Zhou has sole voting power and sole dispositive power over all 5,816,489 shares, with zero shared voting or shared dispositive power.

What is the significance of AiRWA’s 1-for-50 reverse stock split for Hongyu Zhou’s holdings?

AiRWA effected a 1-for-50 reverse stock split on October 27, 2025. The 8,127,572 shares issued to Zhou in the Yuanyu transaction equate to 162,552 shares after this split, and his reported 5,816,489-share ownership is stated after giving effect to the reverse split.

Why did AiRWA Inc. (YYAI) issue shares to Hongyu Zhou related to Yuanyu Enterprise Management Co., Limited?

AiRWA issued 8,127,572 shares of common stock (162,552 after the reverse split) to Zhou in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited. This completed AiRWA’s acquisition of a 70% ownership stake in Yuanyu Enterprise Management Co., Limited.

What are Hongyu Zhou’s stated intentions regarding his AiRWA (YYAI) investment?

The filing states that Zhou acquired the shares for investment purposes. It also notes he currently has no specific plans or proposals for the corporate actions listed in Item 4, but he may review or change his position over time and may seek to influence AiRWA’s management or board regarding the company’s business and affairs.