AIRWA INC.

AiRWA Inc. operates across four distinct business segments: AI services, technology licensing, advertising, and international trading. The AI services market is experiencing significant growth, with worldwide spending on AI services expected to total approximately $586 billion in 2026, rising to $759 billion in 2027, a CAGR of 30% ¹. The global online dating market generates roughly $6 billion to $9 billion in revenue in 2023 and 2024 ², while the digital advertising market is one of the largest and fastest-growing segments of the global media industry. The international import and export industry is highly competitive and globalized, with global merchandise trade measured in the tens of trillions of dollars annually ³.

The company's competitive positioning varies by segment. In AI services, Rafael AI provides end-to-end 'data-to-AI' solutions tailored to specialist industries such as healthcare, industrial manufacturing, and autonomous driving ⁴. In technology licensing, YYEM focuses on cultural adaptability and local partnerships, offering a localized approach to online dating, which contrasts with the one-size-fits-all approach of large international players. In advertising, the company leverages key relationships with intermediaries that have direct buying relationships with Google, TikTok, and Meta ⁵. In international trading, Best Life competes on the basis of product selection, price, quality, reliability of supply, speed of delivery, and customer relationships ⁶.

The company generates revenue through multiple streams: AI services revenue from Rafael AI, technology licensing royalties from YYEM, advertising revenue from digital marketing services, and international trading revenue from Best Life. The AI services business is structured around five interconnected AI-related modules, forming a closed-loop system where data generation, model refinement, and operational feedback continuously reinforce one another ⁷. The technology licensing business provides patents and proprietary technology to partners worldwide, enabling localized matchmaking experiences ⁸. The advertising business provides performance advertising services across channels such as Google, TikTok, and Meta ⁹. The international trading business leverages direct brand sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and selected private-label development ¹⁰.

In AI services, the company recorded $6.6 million of revenue in the final quarter of the fiscal year ended April 30, 2026, which was the period during which Rafael AI was a subsidiary ¹¹. The technology licensing business generated royalties of $7.3 million in the fiscal year ended April 30, 2026 ¹². The advertising business generated $12.0 million of revenue in the fiscal year ended April 30, 2026 ¹³. The international trading business, through Best Life, was acquired after the most recent fiscal year end and did not contribute revenue during the fiscal year.

The company completed several significant operational developments during the period. On November 21, 2024, it acquired Yuanyu Enterprise Management Co., Limited for a combined $56 million in cash and shares ¹⁴. On January 30, 2026, it acquired the holding company of Rafael AI Sdn. Bhd. for $140 million in USDT ¹⁵. On July 30, 2026, it completed the acquisition of 97% of Hongkong Best Life Trade Co., Limited for $50 million in a combination of cash and stablecoin, with earn-outs payable if Best Life achieves certain performance milestones ¹⁶. The company also announced a joint venture with JuCoin Capital Pte Ltd for an RWA-focused exchange, but terminated the agreement on September 18, 2026 ¹⁷. Additionally, the company effected two reverse stock splits: a 1-for-40 split on May 15, 2026, and a 1-for-20 split on August 15, 2026 ¹⁸.

The company's financial performance reflects its transformation and growth. Revenue from AI services, technology licensing, and advertising totaled $6.6 million, $7.3 million, and $12.0 million respectively in the fiscal year ended April 30, 2026 ¹⁹. The company has a history of losses and expects to continue to have substantial working capital needs ²⁰. As of the date of the report, the company had 49 full-time employees ²¹.

A major growth vector is the AI services business, where the company aims to win business from one to three prominent companies in each vertical industry to establish its reputation as a provider of high-quality services ²². The company also plans to work with agents rather than chasing end users, arming them with case studies, white papers, demonstrations, and ROI tools ²³. Additionally, the company intends to build thought leadership through participation in panels, internet postings, and references in industry articles ²⁴.

Another growth vector is the technology licensing business, where the company plans to update its core technology offering, refine existing technology, extend capabilities, and acquire or develop new patents and other IP ²⁵. The company is seeking replacement customers to replace recently terminated contracts, focusing initially on Southeast Asia, where the trajectory of the online dating market is strong ²⁶. In advertising, the company plans to expand its customer base by investing in direct sales and business development capabilities, with a focus on advertisers seeking to simplify campaign management across multiple platforms ²⁷. The company also plans to increase the share of advertising expenditure managed through its platform by expanding relationships with existing customers and enhancing technology, analytics, and campaign optimization capabilities ²⁸.

The company's margin and cost outlook is not explicitly quantified in the filing, but the advertising business operates in a highly competitive environment characterized by pricing pressure, customer concentration risk, and dependence on a relatively small number of large platform partners, with gross margins typically thin ²⁹. The company expects to incur substantial costs to research, develop, train, test, secure, and deploy AI models and related infrastructure ³⁰.

The company's operational outlook includes expanding its network of strategic relationships with digital advertising platforms, publishers, data providers, and other technology and distribution partners ³¹. The company also plans to enhance its technology, analytics, and campaign optimization capabilities ³². As of the date of the report, the company has 49 full-time employees ³³.

The company's capital allocation strategy includes investing in its core AI services business while also diversifying its revenue base through acquisitions such as Best Life ³⁴. The company does not intend to declare dividends or distribute earnings in the near future ³⁵. The company may need to raise additional funds in fiscal year 2027 to meet its working capital needs ³⁶.

The company faces several headwinds and constraints. The online dating industry has experienced growing resistance to dating apps, with 'swipe right fatigue' contributing to a decline in stock prices of the biggest companies, including Match.com and Bumble, with one February 2026 report showing that a basket of leading dating app stocks lost 38% of value since 2021 ³⁷. The company's licensees terminated their agreements on December 2, September 1, and August 31, 2025, due to challenges facing the online dating industry ³⁸. The company also faces risks related to its dependence on third-party intermediaries in the advertising business, which may be bypassed by advertisers and intermediaries ³⁹.

The company's international trading business is subject to risks related to global trade, including tariffs, trade restrictions, and geopolitical instability. Recent changes in international trade policy have resulted in increased tariffs on certain imports and threatened or actual retaliatory measures by trading partners ⁴⁰. The company may be unable to pass increased tariffs, duties, or other costs through to its customers ⁴¹.

The company's business depends on its ability to develop and successfully deploy AI technologies, and failure to do so could adversely affect its business, results of operations, and financial condition ⁴². The company faces significant risks related to its dependence on third-party intermediaries in the advertising business, which may be bypassed by advertisers and intermediaries, and the loss or deterioration of those relationships could materially adversely affect its business ⁴³. The company's technology licensing business is dependent on third parties for a significant portion of its revenue, and the termination of licensing arrangements could result in a reduction in revenue ⁴⁴. The company's international trading business is substantially dependent on global trade, and declines or disruptions in international commerce could materially adversely affect its business ⁴⁵. The company may need additional capital in the future to finance its planned growth, which it may not be able to raise or which may only be available on terms unfavorable to it or its stockholders ⁴⁶.

Management's message emphasizes the company's transformation into a diversified technology and trading company, with a focus on AI services, technology licensing, advertising, and international trading. The company's strategic priorities include building its AI services business through Rafael AI, securing replacement customers for its technology licensing business, expanding its advertising customer base, and integrating Best Life to diversify its revenue base. Management believes that the acquisition of Best Life represents an important step in the company's strategy to diversify and strengthen its revenue base, by adding operations with attractive growth characteristics and exposure to the real economy while continuing to invest in its core AI services business ⁴⁷. The company also decided to terminate the joint venture with JuCoin due to significant financial and legal problems, and instead pursue a more prudent path by adding a business anchored in the 'real economy' ⁴⁸.