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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 (Title of Class of Securities) |
(CUSIP Number) |
mario stifano 95 jules ave, woodbridge, A6, l4l1y2 416-453-8433 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Stifano Mario | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 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
CANADA (FEDERAL LEVEL)
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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
100,000.00 | ||||||||
| 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)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (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) | Mario Stifano |
| (b) | 95 Jules Ave, Woodbridge, Ontario, L4L 1Y2, Canada |
| (c) | executive//investor |
| (d) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | canada |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired the 100,000 shares of Common Stock reported herein in open-market purchases using personal funds. The aggregate purchase price for the shares was approximately $46,000 | |
| Item 4. | Purpose of Transaction |
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock reported herein based on the Reporting Person's belief that the shares represented an attractive investment.
The Reporting Person has significant concerns regarding the Issuer's capital allocation and financing practices, including the dilutive effect on existing shareholders of the Issuer's equity financing activities and the application of proceeds from such activities to fund acquisitions, including the acquisition of a 97% interest in Hongkong Best Life Trade Co., Limited announced by the Issuer on July 27, 2026 and completed on July 30, 2026, with $30 million of the purchase price paid in USDT (Tether). The Reporting Person also has concerns regarding the terms on which the Issuer has raised capital and any participation by related parties in the Issuer's financings.
In addition, the Reporting Person believes the Issuer possesses strategic value as a public vehicle that could be restructured or repurposed as an acquisition vehicle (or SPAC-like structure) focused on acquiring, developing, or operating high-value production and exploration assets within the critical minerals and natural resources sector.
The Reporting Person intends to engage in discussions with the Issuer's Board of Directors, management team, other shareholders, and potential strategic partners regarding:
1. Capital Allocation & Governance: Reviewing capital-raising practices, use of proceeds, corporate governance, and terms of related-party transactions.
2. Critical Minerals Strategy: Exploring operational or corporate pivot strategies to transition or utilize the Issuer's platform for critical minerals assets.
3. Books and Records Demand: Seeking to inspect the Issuer's books and records, including via a demand pursuant to Section 220 of the Delaware General Corporation Law.
Depending on various factors -- including the Issuer's response to these discussions, the Issuer's financial condition and prospects, the price and availability of the Issuer's securities, and general market and economic conditions -- the Reporting Person may from time to time take such actions with respect to the investment as deemed appropriate. These actions may include, without limitation: communicating with other shareholders or third parties; making proposals concerning capitalization, governance, asset acquisitions, or operational focus; nominating or supporting candidates for election to the Board of Directors; acquiring additional securities; disposing of some or all securities; or changing intentions with respect to any of the matters referred to in this Item 4.
Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans or intentions and to take any and all actions deemed appropriate, subject to applicable law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 100,000 shares of Common Stock, representing approximately 9.5% of the outstanding Common Stock. |
| (b) | Sole power to vote or direct the vote: 100,000; Shared power to vote or direct the vote: 0; Sole power to dispose or direct the disposition: 100,000; Shared power to dispose or direct the disposition: 0. |
| (c) | Recent Transactions: The following open-market transactions in the Common Stock were executed by the Reporting Person within the past 60 days:
* July 28, 2026: 25,000 shares purchased at $1.01 per share
* July 28, 2026: 25,000 shares purchased at $0.9654 per share
* July 29, 2026: 15,000 shares purchased at $0.2997 per share
* July 29, 2026: 20,000 shares purchased at $0.18 per share
* July 29, 2026: 15,000 shares purchased at $0.3954 per share
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| (d) | No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as described in this statement, the Reporting Person has no contracts, arrangements, understandings, or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including any transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The Reporting Person is not acting as a group |
| 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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