Mario Stifano reports 9.5% stake in Airwa Inc. (YYAI), plans engagement

Rhea-AI Filing Summary

Mario Stifano, a Canadian investor, reports beneficial ownership of 100,000 shares of Airwa Inc. (YYAI) common stock, equal to about 9.5% of the outstanding shares. He acquired the stake in open‑market purchases using personal funds, paying an aggregate of approximately $46,000, including several purchases in late July 2026.

Stifano states he invested because he views the shares as attractive but also outlines significant concerns about Airwa’s capital allocation, equity financings, and use of proceeds, citing the company’s announced acquisition of a 97% interest in Hongkong Best Life Trade Co., Limited with $30 million payable in USDT (Tether). He indicates plans to engage with the board, other shareholders, and potential partners on governance, capital‑raising practices, and a possible pivot toward critical‑minerals and natural‑resources assets, and may seek books and records under Delaware law, acquire additional shares, dispose of shares, or make board and strategic proposals.

Filing Explained

Mario Stifano reports sole power to vote and dispose of all 100,000 shares, representing 9.5% of Airwa’s outstanding common stock; no shared power or group arrangement is disclosed.

Key Figures

Shares beneficially owned: 100,000 shares Ownership percentage: 9.5 % Aggregate purchase price: $46,000 +2 more

5 metrics

Shares beneficially owned 100,000 shares Common stock beneficially owned by Mario Stifano, as reported in the Schedule 13D

Ownership percentage 9.5 % Percent of Airwa Inc. outstanding common stock represented by Stifano’s 100,000 shares

Aggregate purchase price $46,000 Approximate total paid in personal funds for 100,000 Airwa Inc. shares in open‑market purchases

Interest in Hongkong Best Life Trade 97 % Equity interest in Hongkong Best Life Trade Co., Limited Stifano describes Airwa as acquiring

USDT portion of purchase price $30 million Amount of Hongkong Best Life Trade Co., Limited purchase price described as paid in USDT (Tether)

Key Terms

Schedule 13D, beneficially owns, Section 220 of the Delaware General Corporation Law, USDT (Tether), +1 more

5 terms

Schedule 13D regulatory

"The Reporting Person files this statement on Schedule 13D to report ownership."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"The Reporting Person beneficially owns 100,000 shares of Common Stock, representing approximately 9.5%."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Section 220 of the Delaware General Corporation Law regulatory

"including via a demand pursuant to Section 220 of the Delaware General Corporation Law."

USDT (Tether) financial

"with $30 million of the purchase price paid in USDT (Tether)."

critical minerals technical

"focused on acquiring, developing, or operating high-value assets within the critical minerals sector."

Materials needed to build modern technologies—like batteries, electronics, renewable energy systems and defense equipment—that have few easy substitutes and often come from a small number of countries or mines. Investors care because their supply can be disrupted, expensive or slow to increase, which affects the cost, availability and growth prospects of companies and industries that rely on them; think of them as critical spare parts for the global economy.

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

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Available on EDGAR 08/07/2026 - 02:24 PM Accepted by SEC EDGAR 08/07/2026 - 02:23 PM Learn about SEC filing dates

FAQ

How many YYAI shares does Mario Stifano report owning in his Schedule 13D?

Mario Stifano reports beneficial ownership of 100,000 shares of Airwa Inc. (YYAI) common stock, representing about 9.5% of the outstanding shares. He reports sole voting and sole dispositive power over these shares, with no shared voting or dispositive authority.

What did Mario Stifano pay for his YYAI stake, and how was it acquired?

Stifano states he acquired his 100,000 YYAI shares in open‑market purchases using personal funds for an aggregate of approximately $46,000. He characterizes himself as an executive/investor and indicates no other person has rights to dividends or sale proceeds for these shares.

What concerns about YYAI does Mario Stifano describe in his Schedule 13D filing?

Stifano expresses significant concerns about Airwa’s capital allocation and equity‑financing practices, including dilution of existing shareholders, use of proceeds for acquisitions, and the terms and any related‑party participation in financings. These concerns are described as his views regarding the company’s recent actions.

What transaction involving Hongkong Best Life Trade does Stifano highlight regarding YYAI?

He cites Airwa’s announced acquisition of a 97% interest in Hongkong Best Life Trade Co., Limited, which he describes as completed with $30 million of the purchase price paid in USDT (Tether). This transaction is referenced in connection with his views on capital allocation and financing.

What strategic ideas for YYAI does Mario Stifano outline in his Schedule 13D?

Stifano states he believes Airwa has strategic value as a public vehicle that could be restructured or repurposed as an acquisition or SPAC‑like platform focused on acquiring, developing, or operating critical‑minerals and natural‑resources production and exploration assets.

What future actions might Mario Stifano take regarding his YYAI investment?

Depending on factors such as Airwa’s response and market conditions, Stifano may communicate with other shareholders, propose changes to capitalization and governance, nominate or support directors, acquire or sell shares, or seek books and records via Section 220 of the Delaware General Corporation Law.

What recent YYAI share purchases does Mario Stifano disclose in the filing?

He reports five open‑market trades: on July 28, 2026, 25,000 shares at $1.01 and 25,000 at $0.9654; on July 29, 2026, 15,000 at $0.2997, 20,000 at $0.18, and 15,000 at $0.3954, all contributing to his 100,000‑share position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AIRWA INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

831445606

(CUSIP Number)

mario stifano
95 jules ave,
woodbridge, A6, l4l1y2
416-453-8433

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

07/30/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 831445606

1

Name of reporting person

Stifano Mario

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 100,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 100,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

100,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(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)	Mario Stifano
(b)	95 Jules Ave, Woodbridge, Ontario, L4L 1Y2, Canada
(c)	executive//investor
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	canada
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired the 100,000 shares of Common Stock reported herein in open-market purchases using personal funds. The aggregate purchase price for the shares was approximately $46,000
Item 4.	Purpose of Transaction
	Item 4. Purpose of Transaction. The Reporting Person acquired the shares of Common Stock reported herein based on the Reporting Person's belief that the shares represented an attractive investment. The Reporting Person has significant concerns regarding the Issuer's capital allocation and financing practices, including the dilutive effect on existing shareholders of the Issuer's equity financing activities and the application of proceeds from such activities to fund acquisitions, including the acquisition of a 97% interest in Hongkong Best Life Trade Co., Limited announced by the Issuer on July 27, 2026 and completed on July 30, 2026, with $30 million of the purchase price paid in USDT (Tether). The Reporting Person also has concerns regarding the terms on which the Issuer has raised capital and any participation by related parties in the Issuer's financings. In addition, the Reporting Person believes the Issuer possesses strategic value as a public vehicle that could be restructured or repurposed as an acquisition vehicle (or SPAC-like structure) focused on acquiring, developing, or operating high-value production and exploration assets within the critical minerals and natural resources sector. The Reporting Person intends to engage in discussions with the Issuer's Board of Directors, management team, other shareholders, and potential strategic partners regarding: 1. Capital Allocation & Governance: Reviewing capital-raising practices, use of proceeds, corporate governance, and terms of related-party transactions. 2. Critical Minerals Strategy: Exploring operational or corporate pivot strategies to transition or utilize the Issuer's platform for critical minerals assets. 3. Books and Records Demand: Seeking to inspect the Issuer's books and records, including via a demand pursuant to Section 220 of the Delaware General Corporation Law. Depending on various factors -- including the Issuer's response to these discussions, the Issuer's financial condition and prospects, the price and availability of the Issuer's securities, and general market and economic conditions -- the Reporting Person may from time to time take such actions with respect to the investment as deemed appropriate. These actions may include, without limitation: communicating with other shareholders or third parties; making proposals concerning capitalization, governance, asset acquisitions, or operational focus; nominating or supporting candidates for election to the Board of Directors; acquiring additional securities; disposing of some or all securities; or changing intentions with respect to any of the matters referred to in this Item 4. Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans or intentions and to take any and all actions deemed appropriate, subject to applicable law.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 100,000 shares of Common Stock, representing approximately 9.5% of the outstanding Common Stock.
(b)	Sole power to vote or direct the vote: 100,000; Shared power to vote or direct the vote: 0; Sole power to dispose or direct the disposition: 100,000; Shared power to dispose or direct the disposition: 0.
(c)	Recent Transactions: The following open-market transactions in the Common Stock were executed by the Reporting Person within the past 60 days: * July 28, 2026: 25,000 shares purchased at $1.01 per share * July 28, 2026: 25,000 shares purchased at $0.9654 per share * July 29, 2026: 15,000 shares purchased at $0.2997 per share * July 29, 2026: 20,000 shares purchased at $0.18 per share * July 29, 2026: 15,000 shares purchased at $0.3954 per share
(d)	No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described in this statement, the Reporting Person has no contracts, arrangements, understandings, or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including any transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The Reporting Person is not acting as a group

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.

Stifano Mario

Signature:	/s/ mario stifano
Name/Title:	mario stifano
Date:	08/07/2026