| 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, 74 E. GLENWOOD AVE. #320, SMYRNA,
DELAWARE
, 19977. |
| Item 2. | Identity and Background |
|
| (a) | Michael Anthony Belfiore |
| (b) | 8 Oakridge Lane
Edgecliff Village, Texas 76134 |
| (c) | Private Investor |
| (d) | The Reporting Person has never been convicted in a criminal proceeding (excluding traffic violations). |
| (e) | the Reporting Person has never been subject to any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Personal funds in the amount of $1,045,284.76 from IRA and Brokerage accounts. |
| Item 4. | Purpose of Transaction |
| | The Reporting Person reaffirms that the securities of the issuer were acquired for investment purposes. The Reporting Person still believes in the strategic potential of the Joint Venture initiatives and views them as a key component of long-term shareholder value creation.
The Reporting Person remains committed to constructive engagement with management and the board of directors regarding corporate governance, transparency, and strategic direction. The Reporting Person intends to act in a collaborative manner and may communicate with other shareholders, analysts, or stakeholders to better understand positioning and governance practices.
The Reporting Person now intends to formally advocate for governance upgrades, regulatory transparency, and shareholder restitution in accordance with Exhibit 1 attached. These actions may include direct engagement with regulatory bodies, public commentary, and coordination with other shareholders to ensure that AiRWA strategic direction and disclosures align with long-term shareholder value and SEC compliance standards.
|
| Item 5. | Interest in Securities of the Issuer |
| (a) | On 21 October 2025, the Reporting Person beneficially owned 3,213,095 shares of Common Stock, representing 22.1% of the outstanding class. Today, after the PIPE, ATM, and reverse split, the Reporting Person beneficially owns 70,395 shares of Common Stock, representing approximately 0.37% of the ousstanding class. |
| (b) | For Michael Anthony Belfiore
Sole Power to vote or direct the vote - 70,395 votes
Shared power to vote or direct the vote - 0 votes
Sole Power to dispose or direct the disposition - 70,395 votes
Shared power to dispose or direct the disposition - 0 votes |
| (c) | 10/07/2025 - purchased 3,129,905 shares at $0.3205 per share from the Open Market
10/08/2025 - Purchased 20,190 shares at $0.188 per share from the Open Market
10/27/2025 - Purchased 6,133 shares at $2.91 per share from the Open Market
10/27/2025 - 3,213,095 shares converted to 64,262 shares at an opening price of $3.03 per share on the Open Market |
| (d) | No other person is known to have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the class of
securities on 27 October 2025. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the securities of the issuer. |
(b)