Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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AIRWA INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
831445408 (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) |
10/23/2025 (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
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| CUSIP No. | 831445408 |
| 1 |
Name of reporting person
Hongyu Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
162,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D first filed with the Securities and Exchange Commission on November 17, 2025 (the "Schedule 13D"), and is filed by Hongyu Zhou, with respect to the common stock, par value $0.001 per share (the "Common Stock"), of AiRWA INC. (the "Issuer"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The Reporting Person owns 162,552 shares of Common Stock (8,127,572 shares of Common Stock before giving effect to the 1-for-50 reverse stock split effected on October 27, 2025), representing approximately 0.86% of the outstanding class. | |
| (b) | Sole power to vote or direct the vote - 162,552 votes Shared power to vote or direct the vote - 0 votes Sole power to dispose or direct the disposition - 162,552 votes Shared power to dispose of direct the disposition - 0 votes | |
| (c) | None. | |
| (d) | None. | |
| (e) | As disclosed by the Issuer in an October 23, 2025 Current Report on Form 8-K, following certain issuances of Common Stock, the Issuer had 18,981,324 shares of Common Stock outstanding (949,066,180 shares of Common Stock before giving effect to the 1-for-50 reverse stock split effected on October 27, 2025) so, as of that date, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. | |
| 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.
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