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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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
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| 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)
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| 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)
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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
5,816,489.00 | ||||||||
| 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)
13.80 % | ||||||||
| 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 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.
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