SEC Form SCHEDULE 13D filed by AiRWA Inc.
$YYAI
Recreational Games/Products/Toys
Consumer Discretionary
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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) |
831445408 (CUSIP Number) |
Hongyu Zhou Room 3212, Tower 1, The Gateway, Harbour City 25 Canton Road Tsim Sha Tsu Kowloon, K3, 00000 1 (646) 453-0678 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/21/2024 (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)
55.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The numbers in Rows 7 and 9 represent the number of shares of common stock, par value $0.001 per share (the "Common Stock"), of AiRWA INC. (the "Issuer"), held by the reporting person after giving effect to the 1-for-50 reverse stock split effected on October 27, 2025, which represents 8,127,572 shares of Common Stock as of November 21, 2024.
The percentage in Row 13 is based on the total number of shares outstanding as of November 21, 2024.
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) | Hongyu Zhou |
| (b) | Room 3212, Tower 1, The Gateway, Harbour City, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong |
| (c) | Chairman of AiRWA Inc. |
| (d) | No. |
| (e) | No. |
| (f) | People's Republic of 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 Hongyu Zhou 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. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities of the Issuer in connection with the merger of YYEM into the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person owns 162,552 shares of Common Stock after giving effect to the 1-for-50 reverse stock split effected on October 27, 2025, which represents 8,127,572 shares of Common Stock as of November 21, 2024, representing approximately 55.8% of the outstanding class, based on the total number of shares outstanding as of November 21, 2024. |
| (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) | 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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