SCHEDULE: AiRWA Investor Hongyu Zhou Boosts Stake to 13.8%

Hongyu Zhou has increased beneficial ownership in AiRWA INC. to 13.80% through recent share acquisitions for investment purposes.

Summary

• Hongyu Zhou, a citizen of China, is the Reporting Person for this Schedule 13D filing.
• The Issuer is AiRWA INC., with Common Stock, par value $0.001 per share.
• Hongyu Zhou beneficially owns 5,816,489 shares of Common Stock, representing approximately 13.80% of the outstanding class as of January 15, 2026.
• This ownership percentage is calculated after giving effect to a 1-for-50 reverse stock split effected on October 27, 2025.
• The shares were acquired through two main transactions: 162,552 shares (post-split) on November 21, 2024, in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited (YYEM) to complete a 70% ownership acquisition in YYEM; and 4,215,000 shares purchased on January 14, 2026, at $1.37 per share.
• The purpose of these transactions is stated as investment purposes.

Sentiment

Score: 7

Explanation: The increased stake by a significant investor and the capital raise through a share purchase suggest positive strategic moves and investor confidence. While the filing is purely factual disclosure, the underlying actions are generally viewed favorably.

Positives

• A significant investor, Hongyu Zhou, has increased their stake in AiRWA INC. to 13.80%, indicating confidence in the company.
• The acquisition of a 70% ownership stake in Yuanyu Enterprise Management Co., Limited (YYEM) suggests strategic growth and expansion for AiRWA INC.

Risks

• The Reporting Person explicitly states that they may, at any time, review, reconsider, and change their position and/or purpose regarding their investment.
• The Reporting Person may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of AiRWA INC., which could lead to potential strategic shifts or disagreements.

Future Outlook

The Reporting Person acquired shares for investment purposes and explicitly states the possibility of reviewing, reconsidering, and changing their investment position or purpose at any time. They may also seek to influence management or the Board of Directors regarding the business and affairs of AiRWA INC.

Industry Context

This filing highlights a significant individual investor's increased stake in AiRWA INC., which can be interpreted by the market as a vote of confidence in the company's current strategy and future prospects, especially following the acquisition of Yuanyu Enterprise Management Co., Limited. Such an increase in beneficial ownership by a major shareholder often signals potential for more active engagement or strategic influence, aligning with broader trends of investor activism.

Related Party Transactions

• On November 21, 2024, AiRWA INC. issued 162,552 shares (post-split) to Hongyu Zhou in exchange for 5,000 ordinary shares of Yuanyu Enterprise Management Co., Limited (YYEM) to acquire a 70% ownership stake in YYEM.
• On January 14, 2026, AiRWA INC. sold 4,215,000 shares of Common Stock to Hongyu Zhou at a purchase price of $1.37 per share.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a major investor could be perceived as a positive signal of confidence in the company's future. The capital raise through share issuance provides funds to the company but could lead to minor dilution for existing shareholders.
• Management and Board of Directors: The Reporting Person's stated intention to potentially influence management or the Board could lead to strategic discussions or shifts in corporate direction.

Next Steps

• The Reporting Person may review, reconsider, and change their investment position or purpose regarding AiRWA INC.
• The Reporting Person may seek to influence management or the Board of Directors of AiRWA INC. with respect to the company's business and affairs.

Key Dates

Recommendation

The filing details a significant increase in beneficial ownership by Hongyu Zhou, now holding 13.80% of AiRWA INC., and outlines a recent capital raise through a share purchase. This demonstrates investor confidence and provides capital to the company. However, as a Schedule 13D, it primarily focuses on ownership disclosure rather than comprehensive financial performance or strategic updates. A 'hold' recommendation is appropriate as it signals a positive development without sufficient information to warrant a 'buy' or 'sell' based solely on this filing.

Keywords

AiRWA INC., Hongyu Zhou, Schedule 13D, Beneficial Ownership, Stock Acquisition, Investment, Yuanyu Enterprise Management Co., Limited, YYEM, Reverse Stock Split, Capital Raise