Form 8-K

8-K — AIRWA INC.

Accession: 0001493152-26-024417

Filed: 2026-05-19

Period: 2026-05-14

CIK: 0001674440

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

May

14, 2026

Date

of Report (Date of earliest event reported)

AiRWA

INC.

(Exact

name of registrant as specified in its charter)

Delaware

1-41423

61-1789640

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

Identification

No.)

E. Glenwood Ave., #320

Smyrna,

DE 19977

(Address

of principal executive offices, including Zip Code)

(646)

453-0678

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

YYAI

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

May 15, 2026, AiRWA Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the

Company, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common

stock, par value $0.001 (the “Common Stock”) at a ratio of 1-for-40 (the “Reverse Stock Split”),

which became effective on May 18, 2026, at 12:01 a.m., Eastern time.

The

terms of the Reverse Stock Split are such that every forty shares of the Company’s issued and outstanding Common Stock will be

automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional

shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share

as a result of the Reverse Stock Split instead will receive one whole share of Common Stock in lieu of such fractional share. The Reverse

Stock Split does not otherwise modify any rights or preferences of the Company’s Common Stock.

Effective

at market open on May 18, 2026, the Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market. The new CUSIP

number for the Common Stock following the Reverse Stock Split is 831445606.

The

foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and

is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit

3.1 and incorporated herein by reference.

Item

7.01 Regulation FD Disclosure

May 14, 2026, the Company issued a press release related to the information described in Item 5.03 above. A copy of the press release

is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The

information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities

and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made

before or after the date hereof and irrespective of any general incorporation language in any filings.

Item

9.01 Financial Statements and Exhibits.

The

following exhibits are furnished with this Form 8-K:

Exhibit

No.

Description

3.1

Certificate of Amendment to the Certificate of Incorporation

99.1

Press Release date May 14, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

AiRWA

INC.

Delaware corporation

Dated:

May 19, 2026

By:

/s/

Thomas Tarala

Thomas

Tarala

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

THE

CERTIFICATE

OF INCORPORATION

AiRWA

Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:

The

name of the corporation is AiRWA Inc. (the “Corporation”). The Corporation was incorporated under the name Connexa

Sports Technologies Inc. and the original Certificate of Incorporation was filed with the Delaware Secretary of State on April 7,

2022.

This

Certificate of Amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242

of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.

This

Certificate of Amendment will become effective on May 18, 2026, at 12:01 a.m., Eastern time (the “Effective Time”).

This

Certificate of Amendment hereby amends the Certificate of Incorporation by amending and restating Article IV in its entirety to read

as follows:

“Fourth:

Total Authorized Shares: The total number of shares of all classes of capital stock which the Corporation shall have authority to

issue shall be 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”). At the Effective

Time of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the shares of Common Stock issued and outstanding

immediately prior to the Effective Time shall be reclassified as, and shall be combined and changed into, a smaller number of shares

such that each forty (40) shares of issued Common Stock immediately prior to the Effective Time shall be reclassified into, and shall,

automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and changed into and

become, one (1) validly issued, fully-paid and nonassessable share of Common Stock without increasing or decreasing the par value of

each share of Common Stock (the “Reverse Stock Split”). Notwithstanding the foregoing, no fractional shares of Common

Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s

transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon surrender

after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately

prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse

Stock Split, following the Effective Time (after taking into account and aggregating all fractional shares of post-Reverse Stock Split

Common Stock otherwise issuable to such holder), shall be receive one whole share of Common Stock in lieu of such fractional share.

From

and after the Effective Time, certificates representing Common Stock outstanding immediately prior to the Effective Time shall, automatically

and without any action on the part of the Corporation or the respective holders thereof, represent the number of whole shares of post-Reverse

Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock shall have been reclassified (as well as the right

to receive one whole share of Common Stock in lieu of any fractional share of post-Reverse Stock Split Common Stock, after taking into

account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder) pursuant to

the foregoing provisions; provided, however, that each holder of record of a certificate that represented shares of pre-Reverse

Stock Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares

of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock represented by such certificate

shall have been combined pursuant to the Reverse Stock Split; and provided further, that any dividends or other distributions

that may be declared after the Effective Time with respect to the number of post-Reverse Stock Split shares of Common Stock represented

by that certificate will be withheld by the Corporation until that certificate has been properly presented for exchange, at which time

all such withheld dividends that have not yet been paid to a public official pursuant to relevant abandoned property or escheat laws

will be paid to the holder thereof or the holder’s designee, without interest. The Reverse Stock Split shall be effected on a record

holder-by-record holder basis, such that any fractional shares of post-Reverse Stock Split Common Stock resulting from the Reverse Stock

Split and held by a single record holder shall be aggregated.”

Except

as herein amended, the Certificate of Incorporation of the Corporation shall remain in full force and effect.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 15th day of

May, 2026.

AiRWA INC.

/s/ Thomas Tarala

Thomas Tarala

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

AiRWA

Inc. Announces 1-for-40 Reverse Split

Smyrna,

Delaware — May 14, 2026 (GLOBE NEWSWIRE) — AiRWA Inc. (Nasdaq: YYAI) (the “Company”) announces that, as previously

approved by the stockholders of the Company, it will implement a 1-for-40 reverse stock split of its outstanding shares of common stock

(the “Reverse Split”), effective at the opening of trading on May 18, 2026.

April 17, 2026, in the 2026 annual meeting of stockholders, the stockholders approved one or more reverse stock splits of our common

stock over the course of the next two years at a ratio within a range of 1-for-40 to 1-for-800, with the specific ratio and date of any

such reverse stock split to be determined by the Board of Directors. The Company’s Board of Directors approved the reverse stock

split at the ratio of 1-for-40.

Following

the Reverse Split, every 40 shares of issued and outstanding common stock will automatically be combined and converted into one share.

This consolidation will reduce the number of shares of the Company’s outstanding common stock from approximately 42,142,432 to

approximately 1,053,561. No fractional shares will be issued. Instead, stockholders will receive a rounded up whole share in place of

any fractional share that would have been created by the Reverse Split. ClearTrust, LLC will act as the exchange agent for the Reverse

Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. The number of authorized

shares of common stock and the par value per share will remain unchanged. The Company’s common stock will continue trading under

the same Nasdaq ticker symbol (YYAI), with a new CUSIP number, 831445606.

The

reverse stock split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The reverse

stock split will not modify any rights or preferences of the shares of the Company’s Common Stock. Proportionate adjustments will

be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and

warrants, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The Common Stock issued

pursuant to the reverse stock split will remain fully paid and non-assessable.

About

YYAI

AiRWA

Inc. (Nasdaq: YYAI) is an AI-specialist company providing end-to-end full-cycle services designed to empower enterprises to transition

seamlessly from raw data to intelligent applications through a closed-loop system of data generation, model refinement, and operational

feedback. Through its majority-owned subsidiary, Yuanyu Enterprise Management Co., Limited, AiRWA also owns advanced patents and proprietary

technology licensed to partners worldwide, enabling localized digital matchmaking and other technology solutions. The company is driving

innovation in digital finance through the planned AiRWA Exchange, which will focus on the tokenization of real-world assets (RWA), particularly

tokenized U.S. stocks.

YYAI

Contact Information

Email:

info@yuanyuenterprise.com

Website:

www.yuanyuenterprise.com

Forward-Looking

Statements

This

press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations,

are forward-looking statements. These statements are based on current plans, estimates, and expectations, and involve inherent risks

and uncertainties. Actual results may differ materially due to various factors, including:

● volatility

related to the Company’s relatively low public float;

● the

effects of prior acquisitions and divestitures on current and future business operations;

● strategic

and operational uncertainties;

● risks

associated with potential litigation, financing transactions, or acquisitions;

● macroeconomic,

competitive, legal, regulatory, tax, and geopolitical factors; and

● other

risks detailed in the Company’s filings with the SEC, including its Annual Report on

Form 10-K for the fiscal year ended April 30, 2025.

Forward-looking

statements speak only as of the date they are made. Neither the Company nor any other person undertakes to update any forward-looking

statements, except as required by law.

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