AIRWA INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 30, 2026. Changes in Internal Control Over Financial Reporting There has not been any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the year ended April 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 52 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and principal financial officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and our receipts and expenditure are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposal of our assets that could have a material impact on our financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our evaluation of internal control over financial reporting includes using the criteria in Internal Control-Integrated Framework (2013), an integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, for the evaluation of internal control to identify the risks and control objectives related to the evaluation of our control environment. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report. ITEM 9B. OTHER INFORMATION No t applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 53 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our executive officers and directors and their respective ages as at the date hereof are as follows: Name Age Position Thomas Tarala 60 Chief Executive Officer and Director Guibao Ji 63 Chief Financial Officer and Director Hai Bin Cui 43 Director Bini Zhu 36 Director Alejandro Quiles 25 Director Set forth below is a brief description of the background and business experience for the past five years of individuals who serve as executive officers and directors of the Company. Thomas Tarala Thomas Tarala has 30 years of international corporate finance experience in New York, London, and Hong Kong, including as a partner at two leading international law firms and as General Counsel for the international operations of one of the largest private conglomerates in China. As a partner of Baker McKenzie from March 2022 to May 2024 and Hogan Lovells earlier in his career, Mr. Tarala has led U.S. securities practices in Hong Kong, advising on equity and debt transactions, as well as cross-border joint ventures involving companies listed on Nasdaq. With a particular focus on the technology sector, he has acted for companies and investment banks in Mainland China, Hong Kong, Singapore, Indonesia, and Thailand, including on award-winning transactions in the region. As General Counsel of HNA Group (International) Company Limited, the overseas headquarters of a large conglomerate, from July 2017 to March 2022, Mr. Tarala worked closely with the business teams on a wide range of corporate and finance transactions, including multi-billion dollar acquisitions and divestments of household-name companies, the sale of airlines, and a range of investments ranging from New York and London skyscrapers to global technology companies, as well as numerous companies that were number one globally in their respective fields. Mr. Tarala graduated magna cum laude and Phi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service and holds a Juris Doctor degree from the University of Virginia School of Law. He speaks English, French, Spanish, and Mandarin and is qualified to practice law in New York, Connecticut, Florida, England and Wales, and Hong Kong. Guibao Ji Guibao Ji has been a certified public accountant in China for more than 25 years and has worked as an accountant at Shenzhen Wanda Accounting Firm beginning in January 2005, becoming a partner of the firm and also an independent director of a number of listed companies, including Brightstar Technology Group and Hekeda Technology Co. Ltd. Mr. Ji graduated from Central Radio and TV University in 1994 with a degree in Business Accounting. He was certified by the Chinese Institute of Certified Public Accountants in 1999. 54 Hai Bin Cui Hai Bin Cui has been a partner at Guangdong Promyux (Qianhai) Law Firm since November 2014, where he specializes in corporate and civil law. He has served as the long-term legal advisor for over one hundred enterprises and business associations and currently serves as legal counsel to more than 20 schools in Shenzhen. Since January 2024, Mr. Cui has served as chairman of Yao Xing Technology Group, a company listed on the Hong Kong Stock Exchange, and from May 2022 to January 2024, he served as an independent non-executive director of that company. Mr. Cui studied at the School of Law, China University of Geosciences, from 2003 to 2007. He became a practicing lawyer in 2009, admitted to practice in mainland China (excluding Hong Kong, Macau, and Taiwan). Bini Zhu Bini Zhu is a Certified Public Accountant with expertise in financial reporting, IPO auditing, regulatory compliance, and cross-border transactions. With over eight years of experience, Ms. Zhu has successfully guided multiple companies through IPOs on Nasdaq, the NYSE, and the OTC markets. She specializes in addressing complex audit challenges, risk mitigation, SEC filings, and capital structuring. Ms. Zhu has been a partner at BZ CPA Inc since March 2024, where she advises clients on financial reporting, SEC filing readiness, internal controls, and other public-company compliance matters. She also assists clients with financial analysis and supporting materials in connection with capital raising and strategic transactions. From February 2022 to March 2024, Ms. Zhu was an Audit Manager at WWC, P.C., where she led IPO audit engagements for Asian and U.S. companies on Nasdaq and the NYSE, focusing on compliance with SEC and PCAOB requirements. As a senior audit associate at Marcum LLP from March 2019 to February 2022, she assisted clients with financial statements, internal control assessments, and audit documentation to support compliance with U.S. and international standards. Ms. Zhu holds a master’s degree in accounting and is licensed as a Certified Public Accountant by the State of Texas. Alejandro Quiles Alejandro Quiles is a clinical research professional who brings experience in organizational leadership, team development, and evidence-based decision-making. He has worked in patient care and medical research in the areas of pediatrics and orthopedics. Since June 2024, he has worked at Pediatric Urology of Las Vegas as both a medical assistant and a research assistant. Mr. Quiles’ background has given him an analytical and methodical approach to evaluating information, working with experienced professionals, and translating complex data into actionable conclusions. From June 2018 to August 2019, Mr. Quiles worked closely with the executive director of Inspiring Children’s Foundation, a prominent non-profit, where he served as a liaison to the board of directors and promoted the charity to donors. As a former Division 1 collegiate athlete, he has also served as a leader of a youth sports program intermittently from August 2021 to August 2023 and has mentored many individuals who have come through that program. Mr. Quiles graduated from Dartmouth College with a Bachelor of Arts degree in Psychology in 2024. He brings to his professional endeavors discipline, resilience, competitiveness, and a high-performance mindset. He is fluent in English and Spanish, and his combination of experience in clinical research, data-driven analysis, technology-enabled information management, organizational leadership, and mentorship provides a multidisciplinary perspective relevant to operating at the intersection of technology, data, digital platforms, and rapidly evolving markets. 55 TERM OF OFFICE All directors hold office until the next annual meeting of the shareholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors. DIRECTOR INDEPENDENCE Our Board is currently composed of five members. With the exception of Thomas Tarala and Guibao Ji, we have determined that all of the directors are independent as such term is defined under The Nasdaq Stock Market Rules. The following table identifies the independent and non-independent current board and committee members: Name: Independent Audit Compensation Nominating Thomas Tarala Guibao Ji Hai Bin Cui Yes Yes Yes Yes Bini Zhu Yes Yes Yes Yes Alejandro Quiles Yes Yes Yes Yes COMMITTEES OF THE BOARD OF DIRECTORS Audit Committee Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Mr. Cui, Ms. Zhu, and Mr. Quiles who each satisfy the independence requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules, serve on our audit committee, with Mr. Cui serving as chair. There was one meeting of the Audit Committee in the financial year ended April 30, 2026, which took place on January 13, 2026, and was attended by all members of the Audit Committee. Audit Committee Financial Expert We have determined that Mr. Cui and Ms. Zhu are both qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002. Compensation Committee The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations with respect to shareholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2026 Global Incentive Plan. Mr. Cui, Ms. Zhu, and Mr. Quiles are the independent directors on the compensation committee, with Mr. Quiles serving as chair. There was one meeting of the Compensation Committee in financial year ended April 30, 2026, which took place on August 18, 2025, and was attended by all members of the Compensation Committee. 56 Nominating and Corporate Governance Committee The responsibilities of the Nominating and Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board of Directors, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board of Directors and its members, developing corporate governance principles, and the oversight of the evaluations of the Board of Directors and management. The Nominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by shareholders. If we receive any shareholder recommended nominations, the Corporate Governance Committee will carefully review the recommendations and consider such recommendations in good faith. Mr. Cui, Ms. Zhu, and Mr. Quiles who satisfy the independence requirements of Nasdaq’s rules, serve on our compensation committee, with Ms. Zhu serving as chair. Board and Committee Meetings in the 2026 Fiscal Year The Board held two meetings in the financial year ended April 30, 2026, and each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee held one meeting as noted above. No director attended fewer than 75% of such meetings or any applicable committee meetings. Each committee meeting had 100% attendance by its members. The Company’s annual general meeting for the financial year ended April 30, 2025, was chaired by Mr. Tarala and attended by Mr. Zhou, Mr. Liu, and Ms. Zhu. The Company did not have a formal policy for director attendance at annual meetings of security holders during the financial year ended April 30, 2026 and does not have any such policy in place at the date of this report. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our Common Stock to file initial reports of ownership and changes in ownership of the Common Stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of copies of these reports, we believe that other than the report listed below, all of our executive officers, directors, and 10% owners timely complied with all Section 16(a) filing requirements during the fiscal year ended April 30, 2026. The following directors and officers were late filing his or her respective Form 3: Guibao Ji, Hai Bin Cui, Bini Zhu, and Alejandro Quiles. Director Compensation As previously disclosed on June 18, 2025, the Board approved a change in the compensation of the Company’s directors, from a cash payment of $7,500 per financial quarter together with a quarterly grant of restricted common stock with a market value of $12,500 under the Plan to cash compensation of $15,000 per financial quarter with no grant of common stock. This change applied to all of the directors, including the Company’s employee director, Mr. Tarala. Code of Business Conduct and Ethics The Company currently maintains a code of ethics that applies to all directors, officers, and employees. A copy of our code of ethics can be found on the Company’s website. We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website. Insider Trading Policy The Company has adopted an insider trading policy that governs the purchase, sale, and other disposition of our securities that applies to our officers and directors, as well as our employees that have regular access to material nonpublic information about the Company in the normal course of their duties. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K. Certain Legal Proceedings No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years. 57 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers (our principal executive officer and our two most highly compensated executive officers other than our principal executive officer) for the fiscal years ended April 30, 2026 and 2025 for all services rendered in all capacities to us. Name and Principal Position Year ended April 30 Salary ($) Bonus ($) Share Awards ($) Non-Equity Incentive Plan Compensation ($) All other compensation ($) Total ($) Thomas Tarala (1) 2026 720,000 720,000 2025 320,000 1,300,000 1,620,000 Guibao Ji (1) 2026 250,000 250,000 2025 111,111 111,111 Mike Ballardie (3) 2025 600,000 300,000 900,000 Yonah Kalfa (3) 2025 340,150 85,000 425,150 Judah Honickman (3) 2025 178,000 44,500 222,500 (1) On November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala was appointed Chief Executive Officer and Guibao Ji was appointed Chief Financial Officer. (2) As of September 18, 2026, the amounts listed for Mr. Tarala are currently owed to him and have not yet been paid. (3) On November 21, 2024, in connection with the completion of the acquisition of what was then known as Connexa Sports Technologies Inc. (the “Acquisition”), Mike Ballardie, Judah Honickman, and Yonah Kalfa, resigned from their respective positions with the Company, effective immediately. Outstanding Equity Awards at Fiscal Year-End None of the current directors and officers have been awarded any equity awards as of April 30, 2026. Employment Agreements The Company is a party to service agreements with each of its executive officers. Thomas Tarala On February 12, 2025, the Company approved an employment agreement with Mr. Tarala as the Company’s Chief Executive Officer. The agreement has a term of five years and may be terminated by the Company upon 180 days’ prior written notice. In such a case, all of his unvested stock, warrant, and option compensation of any nature will vest without any further action required on his part. The agreement also contains change of control provisions that accelerate the vesting of unvested equity awards. Mr. Tarala’s compensation as Chief Executive Officer of the Company includes (i) a base salary of $720,000 annually and (ii) a signing bonus of $300,000 in the form of the Company’s common stock. Mr. Tarala is also entitled to an annual bonus, earned as of the end of each fiscal year and as of the date of termination of his employment agreement, of at least 100% of his then-current base salary. In addition, Mr. Tarala is due a bonus of $1,000,000 in cash and/or securities (with the form of payment to be agreed by and between Mr. Tarala and the Board) as a success fee for his role in the merger of Connexa Sports Technologies Inc. with YYEM and the successful listing of the combined company on Nasdaq, which fee has not yet been paid. 58 Guibao Ji On February 12, 2025, the Company approved an employment agreement with Guibao Ji as the Company’s Chief Financial Officer. Mr. Ji has been serving in such capacity since November 21, 2024. Mr. Ji’s Employment Agreement may be terminated by either party on one month’s written notice. Mr. Ji’s compensation as Chief Financial Officer of the Company includes (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company’s overall business performance. Director Compensation The following table sets forth director compensation for the years ended April 30, 2026 and 2025: Name Year Ended April 30 Fees earned or paid in cash ($) Stock Awards ($) Total ($) Thomas Tarala (1) 2026 60,000 60,000 Guibao Ji (2) 2026 - - Bini Zhu 2026 42,500 42,500 Hai Bin Cui (3) 2026 29,348 29,348 Alejandro Quiles (2) 2026 - - Chenlong Liu (1)(4) 2026 60,000 60,000 Hongyu Zhou (1)(5) 2026 60,000 60,000 Kong Liu (1)(6) 2026 20,000 20,000 Warren Andrew Thomson (1)(7) 2026 7,087 7,087 (1) On November 22, 2024, in connection with the Acquisition, Thomas Tarala, Hongyu Zhou, Warren Thomson, Chenlong Liu, and Kong Liu were appointed as directors of the Company. (2) Guibao Ji and Alejandro Quiles were appointed on July 15, 2026, after the end of the financial year ended April 30, 2026. (3) Hai Bin Cui was appointed on September 17, 2025. (4) On July 10, 2026, Chenlong Liu resigned from the board of directors of the Company and all committees thereof, effective immediately. (5) On June 2, 2026, Hongyu Zhou resigned from the board of directors of the Company and all committees thereof, effective immediately. (6) On September 1, 2025, Kong Liu resigned from the board of directors of the Company and all committees thereof, effective immediately. (7) On June 12, 2025, Warren Andrew Thomson resigned from the board of directors of the Company and all committees thereof, effective immediately. 59 Stock Options/SAR Grants None. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As of the date hereof, no person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and no director or executive officer is the beneficial owner of any shares of our equity securities. This information, except in relation to our directors and executive officers, is based on a review of statements filed with the SEC pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act with respect to our common stock. The following table sets out the above information, listing, as of the date hereof, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of our common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Such securities are deemed outstanding for computing the percentage of the person holding such security but are not deemed outstanding for computing the percentage of any other person. If any shares were deemed beneficially owned and included herein, this would not constitute an admission of beneficial ownership of those shares. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities in which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Common Stock Name # of Shares % of Class (1) Thomas Tarala 0 - % Guibao Ji 0 - % Hai Bin Cui 0 - % Bini Zhu 0 - % Alejandro Quiles 0 - % All current officers and directors as a group (5 persons) 0 - % Securities Authorized for Issuance under Equity Compensation Plans The table below provides information regarding all compensation plans as of the end of the most recently completed fiscal year (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance. As noted above, on November 11, 2020, the Board approved the Plan, which was approved by stockholders holding in the aggregate 999,375 shares of Common Stock, or approximately 75.4% of the Common Stock outstanding on such date. The Plan provides for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock, restricted stock, restricted stock units, performance stock and other equity-based and cash awards or any combination of the foregoing, to eligible key management employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”) (however, solely employees of the Company and its subsidiaries are eligible for incentive stock option awards). The Company has reserved a total of 1,537,500 shares for issuance, of which 8,589 shares are currently available for issuance, under awards to be made under the Plan, all of which may, but need not, be issued in connection with ISOs. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for the grant of a new award. The Plan shall continue in effect, unless sooner terminated, until the 10th anniversary of the date on which it was adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. 60 Future new hires, non-employee directors, and additional non-employee consultants are eligible to participate in the Plan as well. The number of awards to be granted to officers, non-employee directors, employees, and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On October 22, 2025, the Company entered into a share purchase agreement with Hongyu Zhou, the then Chairman of the Company, to acquire from him, for $36.0 million in cash, the 30% of the share capital of YYEM that the Company did not already own. Because of Mr. Zhou’s interest in the transaction, the transaction was considered and approved by the members of the Audit Committee, who reviewed, among other things, a valuation report from an independent third party. Following this transaction, the Company consolidates 100% of the revenue generated by YYEM. On January 14, 2026, the Company entered into a securities purchase agreement to issue Hongyu Zhou, the then Chairman of the Company, 5,269 shares of Common Stock (after adjusting for reverse stock splits) at the market price, generating gross proceeds of $5.8 million . At the time, the Common Stock purchased in the transaction constituted approximately 10% of the Company’s outstanding Common Stock immediately following the transaction. YYEM holds securities of Brightstar Technology Group Co., Ltd., with a fair value of $1.0 million as of April 30, 2026. Mr. Hongyu Zhou, who resigned as a director of the Company on June 2, 2026, had provided a guarantee on the value of these shares. Under the guarantee arrangement, Mr. Zhou was obligated to compensate the Company for any decline in the investment’s fair value below the guaranteed amount of $4.2 million. The amount receivable from Mr. Zhou under this guarantee was $2.8 million as of April 30, 2025. The $2.5 million amount that would have been receivable from Mr. Zhou as of April 30, 2026 was written off, as disclosed in Note 16 to the financial statements, so no amounts are due from Mr. Zhou. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of fees incurred to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements. Fiscal 2026 Fiscal 2025 Audit Fees $ 250,000 $ 200,000 Tax Fees 0 0 All Other Fees 0 0 Total $ 250,000 $ 200,000 61 PART IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements Our financial statements as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K are hereby incorporated by reference. (b) Exhibits The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed as part of this Annual Report on Form 10-K or, as noted, incorporated by reference herein: Exhibit Number Exhibit Description 3.1 Certificate of Incorporation of Connexa Sports Technologies Inc. (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on May 16, 2022) 3.2 Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on September 20, 2023 (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed with the SEC on October 5, 2023) 3.3 Certificate of Amendment to Certificate of Incorporation of Connexa Sports Technologies Inc., filed with the State of Delaware on June 26, 2024 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on July 2, 2024) 3.4 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October 16, 2023) 3.4 Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on September 30, 2025 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on October 6, 2025) 3.5 Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on October 23, 2025 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on October 23, 2025) 3.6 Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on May 15, 2026 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on May 19, 2026) 3.7 Certificate of Amendment to the Certificate of Incorporation, filed with filed with the State of Delaware on August 15, 2026 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on August 19, 2026) 3.8 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3 of the Current Report on Form 8-K, filed with the SEC on October 16, 2023) 62 10.1 Share Purchase Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited, dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024) 10.2 Share Exchange Agreement by and between the Company, Hongyu Zhou, and Yuanyu Enterprise Management Co., Limited dated March 18, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 21, 2024) 10.3 Separation and Assignment Agreement, dated November 21, 2024, by and between Connexa Sports Technologies Inc. and J&M Sports LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 25, 2024) 10.4† Thomas Tarala Service Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025) 10.5† Guibao Ji Employment Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2025) 10.6 Sales Agreement, dated January 8, 2025, by and between the Company and A.G.P./Alliance Global Partners (Incorporated by reference to the Company’s Registration Statement on Form S-3 filed on January 10, 2025) 10.7 Securities Purchase Agreement dated June 30, 2025 between the Company and the Investors party thereto (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2025) 10.8† Director Service and Indemnity Agreement, dated August 15, 2025, by and between Connexa Sports Technologies Inc. and Bini Zhu (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2025) 10.9 Joint Venture Agreement, dated August 25, 2025, by and between Connexa Sports Technologies Inc. and JuCoin Capital Pte Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 29, 2025) 10.10† Director Service and Indemnity Agreement, September 17, 2025, by and between Connexa Sports Technologies Inc. and Hai Bin Cui (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 17, 2025) 10.11 Share Purchase Agreement, dated October 22, 2025, by and between AiRWA Inc. and Hongyu Zhou (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 27, 2025) 10.12 Form of Securities Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 22, 2025) 10.13 Placement Agency Agreement dated December 18, 2025, between AiRWA Inc., and A.G.P./Alliance Global Partners (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 22, 2025) 63 10.14 Securities Purchase Agreement, dated January 14, 2026, by and between AiRWA Inc. and Hongyu Zhou (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 15, 2026) 10.15 Share Purchase Agreement, dated January 30, 2026, by and between AiRWA Inc. and the shareholders of Aberfeldy Holdings Limited (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 5, 2026) 10.16† Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Guibao Ji (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 16, 2026) 10.17† Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Alejandro Quiles (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 16, 2026) 10.18 Share Purchase Agreement, dated July 27, 2026, by and between AiRWA Inc., Hongkong Best Life Trade Co., Limited and Nova Innovation Tech Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 27, 2026) 19.1 Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 of the Annual Report on Form 10-K, filed with the SEC on August 13, 2025) 21.1 List of Subsidiaries 23.1 Consent of Enrome LLP 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a). 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350. 97.1 Connexa Sports Technologies Inc. Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 of the Annual Report on Form 10-K, filed with the SEC on August 13, 2025) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Definition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Management contract or compensatory plan or arrangement. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AiRWA Inc. Dated: September 21, 2026 By: /s/ Thomas Tarala Thomas Tarala Director and Chief Executive Officer (Principal Executive Officer) Dated: September 21, 2026 By : /s/ Guibao Ji Guibao Ji Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Thomas Tarala September 21, 2026 Thomas Tarala Principal Executive Officer and Director /s/ Guibao Ji September 21, 2026 Guibao Ji Principal Financial Officer and Principal Accounting Officer /s/ Hai Bin Cui September 21, 2026 Hai Bin Cui Director /s/ Bini Zhu September 21, 2026 Bini Zhu Director /s/ Alejandro Quiles September 21, 2026 Alejandro Quiles Director 65