SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of presentation | Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.
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| Principles of consolidation | Principles of consolidation
The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries. A subsidiary is an entity over which the Company has control. Control is achieved when the Company (i) has power over the investee (including when the Company directly or indirectly controls more than 50% of the voting power or when the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders); (ii) is exposed to, or has rights to, variable returns from its involvement with the investee; and (iii) has the ability to use its power to affect those returns.
A subsidiary is consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above.
All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiary acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate. All significant transactions and balances between the Company and its subsidiaries have been eliminated.
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| Use of estimates | Use of estimates
The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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| Foreign currency | Foreign currency
The Company’s reporting currency is the U.S. dollar (USD). The functional currencies of its subsidiaries is also the U.S. dollar. The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters.
Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss)/income.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Cash and cash equivalents | Cash and cash equivalents
For accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three months or less at the time of purchase.
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| Accounts receivable | Accounts receivable
Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers. Accounts receivable do not bear interest.
Since July 1, 2022, the Company early adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaced the existing incurred loss impairment model with an expected loss methodology, resulting in more timely recognition of credit losses. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of this guidance had no impact on the allowance for credit losses for accounts receivable as of April 30, 2026.
The Company maintains an allowance for credit losses, recorded as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive (loss)/income. The Company assesses collectability by reviewing accounts receivable aging schedules. In determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the ability to collect from customers. Delinquent account balances are written off against the allowance after management determines that collection is not probable.
For the three months ended July 31, 2026 and 2025, the Company did not record any expected credit losses against accounts receivable.
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| Inventories | Inventories
Inventories, primarily consisting of finished goods, are stated at the lower of cost or net realizable value, with net realizable value being the estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the weighted average cost method. The Company reviews inventory to determine whether the carrying value exceeds the estimated net realizable value and, if so, records an inventory provision by reducing the cost of inventory to the estimated net realizable value for slow-moving merchandise and damaged products. Once an inventory provision is recorded, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. The inventory provision balance as of July 31 and April 30, 2026 was .
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| Deposits, Prepayments and Other Receivables | Deposits, Prepayments and Other Receivables
Deposits, prepayments and other receivables primarily consist of prepayments to vendors and service providers, advances to employees, refundable deposits, and other receivables. Prepayments are recognized as assets when payments are made in advance of the receipt of goods or services and are expensed when the related goods or services are received.
The Company evaluates deposits and other receivables that represent financial assets measured at amortized cost for expected credit losses in accordance with ASC Topic 326, Financial Instruments—Credit Losses. The allowance for credit losses reflects management’s estimate of expected credit losses over the contractual life of the financial assets and is based on relevant available information, including historical collection experience, current conditions, and reasonable and supportable forecasts, as applicable. Changes in the allowance are recognized as credit loss expense in the consolidated statements of operations. Balances are written off against the allowance when they are deemed uncollectible.
As of July 31 and April 30, 2026, the Company recorded an allowance for credit losses of and $300,000, respectively, against other receivables.
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| Operating leases | Operating leases
The Company accounts for operating leases following ASC 842, Leases (“Topic 842”). The Company, through its subsidiary, leases its offices, which are classified as operating leases in accordance with Topic 842. Operating leases are required to record in the balance sheet as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any expired or existing leases as of the adoption date. The Company has elected the short-term lease exemption for the lease terms that are 12 months or less.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset, and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term and had no finance leases for any of the periods stated herein.
The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. All right-of-use assets are reviewed for impairment annually. There was no impairment for right-of-use lease assets as of July 31 and April 30, 2026.
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| Investments | Investments
The Company accounts for equity securities in accordance with ASC Topic 321, Investments—Equity Securities.
Equity securities with readily determinable fair values are measured at fair value at each reporting date, with realized and unrealized gains and losses resulting from changes in fair value recognized in earnings.
For equity securities without readily determinable fair values that do not qualify for the equity method of accounting, the Company may elect the measurement alternative permitted under ASC Topic 321. Under the measurement alternative, such investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company evaluates such investments at each reporting period for impairment and for observable transactions that may require an adjustment to the carrying amount.
Upon the sale, disposal, or other derecognition of an investment, the related carrying amount is removed from the consolidated balance sheet, and any resulting gain or loss is recognized in earnings.
Investment gains and losses are presented within other income/(expense) in the consolidated statements of operations and comprehensive (loss)/income.
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| Development Costs | Development Costs
The Company applies the principles of FASB ASC Topic 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. At Rafael AI, the Company has invested significant capital into the research and development of new products and features.
The Company has adopted the “tested working model” approach to establish technological feasibility for its products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. The Company capitalizes costs related to the development of software to be sold, leased, or otherwise marketed as and when it believes such software has met the “tested working model” threshold. Development costs continue to be capitalized until the related software is released. The Company considers the following factors in determining whether costs can be capitalized: the nature of the relevant market; the uncertainty regarding a product’s revenue-generating potential; its lack of control over distribution channels, where applicable; and its historical practice of canceling products at that stage of the development process. After products and features are released, all product maintenance costs are expensed.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company also applies the principles of FASB ASC Topic 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions intended.
Capitalized software development costs, whether for software developed to be sold, leased, or otherwise marketed or for internal use, are generally amortized over five-year useful life.
As of July 31 and April 30, 2026, the Company capitalized software development costs as more fully described in Note 11, Intangible Assets, net.
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| Property and Equipment, Net | Property and Equipment, Net
Property and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Property and equipment are initially measured at cost. Cost includes all the expenditure which is directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate.
Expenditure incurred subsequently for major services, or for additions to or replacements of parts of property and equipment, are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Group. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized.
The estimated useful lives of property and equipment have been assessed as follows:
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| Acquisition | Acquisition
These consolidated financial statements include the operations of acquired businesses from the date of the acquisitions.
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| Business Combinations | Business Combinations
The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flow from acquired advertiser or publisher relationships, acquired technology and acquired patents. Management’s estimates of fair value are based on assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over their useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Goodwill | Goodwill
Goodwill represents the excess of purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test.
The Company adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350: Simplifying the Test for Goodwill Impairment). After adopting this guidance, the Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities, and goodwill to reporting units, and determination of the fair value of each reporting unit.
For the three months ended July 31, 2026 and 2025, no goodwill impairment charges were recorded.
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| Intangible assets, net | Intangible assets, net
Intangible assets are stated at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are initially recognized at their estimated fair values as of the acquisition date in accordance with ASC Topic 805, Business Combinations.
The Company’s finite-lived intangible assets are amortized over their estimated useful lives. The method of amortization reflects the pattern in which the economic benefits of the intangible assets are expected to be consumed. If such pattern cannot be reliably determined, the Company uses the straight-line method. The estimated useful lives and amortization methods are reviewed at each reporting period, and changes in estimated useful lives or amortization methods are accounted for prospectively as changes in accounting estimates.
The estimated useful lives of the Company’s intangible assets are as follows:
The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset or asset group with the undiscounted future cash flow expected to result from its use and eventual disposition. If the carrying amount is not recoverable, an impairment loss is measured as the amount by which the carrying amount exceeds its fair value. Internally developed software costs are recognized as an intangible asset when:
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Amortization begins when development is complete and the asset is available for use. Development costs are amortized based on a useful life of five years.
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| Acquisition-related costs | Acquisition-related costs
Acquisition-related costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration transferred.
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| Digital Assets | Digital Assets
The Company’s digital assets consist primarily of U.S. dollar-denominated stablecoins, mainly USDT, which is designed to maintain a value of approximately one U.S. dollar per token and is generally redeemable on a one-to-one basis for U.S. dollars. The Company holds these digital assets primarily for treasury management and settlement purposes. USDT is accounted for as a financial instrument on the consolidated balance sheets.
The Company evaluates the contractual terms and rights associated with each digital asset, including whether the Company has an enforceable right to redeem the digital asset directly with the issuer for U.S. dollars. Based on the Company’s evaluation, the Company does not maintain a direct account with the applicable issuers and does not have an unconditional contractual right to redeem the digital assets directly with the issuers. The Company generally realizes the value of its digital assets through transactions conducted on third-party digital asset platforms.
Accordingly, the Company accounts for its digital assets under ASC Subtopic 350-60, Intangibles—Goodwill and Other—Crypto Assets. Digital assets are measured at fair value as of each reporting date, with changes in fair value recognized in net income. Digital assets are presented separately as “digital assets” in the consolidated balance sheets. Realized and unrealized gains and losses are included in “other income/(expense), net” in the consolidated statements of operations and comprehensive (loss)/income.
The Company’s digital assets were maintained in a corporate account with Ju.com, a third-party digital asset trading platform, until we withdrew our remaining deposits to terminate the relationship on August 10, 2026. The Company did not directly control the private keys associated with the digital assets held through the platform. Accordingly, the Company was exposed to third-party custodial and counterparty risks, including cybersecurity incidents, unauthorized access, suspension of withdrawals, platform insolvency, and regulatory actions.
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| Contract Liabilities | Contract Liabilities
A contract liability is recognized when the Company receives consideration from a customer, or the consideration is unconditionally due, before the Company transfers goods or services to the customer. Contract liabilities are recognized as revenue when the Company satisfies the related performance obligation. The recorded contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are reported on a contract-by-contract basis at the end of each reporting period.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Contract Costs | Contract Costs
The Company capitalizes costs incurred to fulfill a contract when such costs (i) relate directly to a contract or anticipated contract, (ii) generate or enhance resources that will be used in satisfying future performance obligations, and (iii) are expected to be recovered. These costs primarily consist of direct labor, direct materials, and allocations of directly attributable overhead.
Capitalized contract fulfillment costs are amortized on a straight-line basis over the expected period of benefit, which is consistent with the pattern of transfer of goods or services to which the asset relates. Amortization expense is recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive (loss)/income.
The Company assesses the carrying amount of capitalized contract costs for impairment at each reporting period. An impairment loss is recognized in the period in which it is identified, to the extent that the carrying amount of the asset exceeds the expected remaining consideration for the related contract, less any costs expected to be incurred in fulfilling the contract.
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| Impairment of long-lived assets | Impairment of long-lived assets
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change in market conditions that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flow expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flow is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.
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| Related party and related-party transactions | Related party and related-party transactions
Related parties, which can be a corporation or individual, are considered to be related if the one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their related-party nature.
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| Accounts payable | Accounts payable
Accounts payable consist of amounts owed to suppliers, vendors, and service providers for goods and services received in the ordinary course of business. Such amounts are recorded at invoice value, or at management’s estimate of amounts due when invoices have not yet been received, and are classified as current liabilities. Due to the short-term nature of these obligations, the carrying value of accounts payable approximates their fair value.
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| Accrued expenses | Accrued expenses
Accrued expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date, including payroll and related expenses, interest, professional fees, and other operating costs. Accruals are based on management’s best estimates and are adjusted to actual amounts when the obligations are invoiced or settled.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Fair value of financial instruments | Fair value of financial instruments
The Company measures fair value in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level fair value hierarchy based on the inputs used to measure fair value:
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities:
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, deposits, other receivables, accounts payable, and certain accrued liabilities. The carrying amounts of these financial instruments approximate their fair values due to their short-term maturities.
The Company’s digital assets are measured at fair value on a recurring basis. Certain identifiable assets acquired and liabilities assumed in a business combination are measured at fair value on a non-recurring basis as of the acquisition date in accordance with the acquisition method described in Note 14, Business Combinations. Transfers between levels of the fair value hierarchy, if any, are recognized as of the date of the event or change in circumstances giving rise to the transfer.
The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, other receivables, amounts due from and due to related parties, accounts payable, and accrued expenses approximate their respective fair values due to the short-term nature of these financial instruments.
There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the three months ended July 31, 2026 and 2025.
In connection with the acquisition of Aberfeldy and Best Life, certain identifiable intangible assets acquired, including customer relationships and intellectual property, were measured at fair value on a non-recurring basis as of the acquisition date. Such fair value measurements were based on valuation techniques that utilized significant unobservable inputs and were classified within Level 3 of the fair value hierarchy. See Note 14, Business Combinations.
The following table presents the Company’s assets measured at fair value on a recurring basis:
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Revenue recognition | Revenue recognition
Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of VAT. The Company adopts the five steps for the revenue recognition: (i) identify the contracts with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
Consistent with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment; (ii) legal title; (iii) physical possession; (iv) significant risks and rewards of ownership; and (v) acceptance of the good or service.
Royalty income
In the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivables are recorded when the right to consideration becomes unconditional. The Company’s terms and conditions vary by customer and typically provide net 90-day terms.
The Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is provided to the customers.
Advertising revenue
The Company generates revenue from sales of various forms of advertising on streaming content by way of advertisement displays or the integration of promotion activities in content to be streamed. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. The Company enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers.
For the contracts that involve third-party advertising agencies, the Company acts as principal as the Company is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order.
For contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. The Company satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed.
Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from six to nine months. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company to issue invoices in order to make their payments.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
AI revenue
The Company acquired Rafael AI on January 30, 2026. Rafael AI generates revenue from the sale of customized “data-to-AI” end-to-end solutions directly to customers, which qualifies as software. Rafael AI is the sole legal and beneficial owner of the software, and enters into contracts with its customers as a principal in the transactions. The sale of customized “data-to-AI” end-to-end solutions is considered a distinct product as the product is highly integrated, interdependent, and interrelated. The customers cannot use any component on a standalone basis to obtain economic benefits. The contracts contain a single performance obligation, which is to deliver a complete integrated software solution to its customers in exchange for consideration, and the performance obligation is satisfied when the customers obtain control upon completion and delivery of all software deliverables. The customers do not simultaneously receive and consume benefits as the Company performs the contracts, and do not control the software during development. The software has no alternative use, and Rafael AI does not have an enforceable right to payment for partial performance. The terms of pricing and payment stipulated in the contract are fixed, without variable consideration, significant financing component, non-cash consideration, and consideration payable to customers. Upon delivery of products, Rafael AI does not accept product returns or refunds except for quality issues, but it has obligations to issue refunds when the product has not been delivered. Rafael AI typically provides a one-year warranty for products delivered. Revenue is recognized when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been accepted and received by customers. Amounts received in advance are recorded as contract liabilities, which are recognized as revenue when the relevant products are delivered and accepted by the customer. This activity falls within the scope of ASC 606.
Principal vs agent consideration
To determine whether revenue should be reported based on the gross or net transaction price to customers, the Company must determine whether it is acting as principal in its sales to customers. An entity acts as principal if it controls a good or service before it is transferred to the customer. Key indicators that the Company uses in evaluating its role in these sales transactions include, but are not limited to, the following:
The Company has discretion in establishing the price for the specified good or service, and, based on an evaluation of the above indicators, the Company has determined that it acts as the principal to its customers and thus reports its revenue on a gross basis.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Cost of revenue | Cost of revenue
For royalty income, the Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology rights, which are directly attributable to the revenue.
For advertising revenue, cost of revenue consists primarily of (i) media placement and platform consumption costs incurred to obtain advertising inventory and related platform services from third-party digital advertising platforms and (ii) fees paid to third-party cooperating platforms and service providers used to deliver, operate, measure, and optimize customer advertising campaigns (for example, ad networks, demand-side platforms, data or measurement providers, tracking and verification services, and other campaign execution tools).
For AI services, cost of revenue consists primarily of salaries, amortization charges of intangible assets, and depreciation of property and equipment, which are directly attributable to the revenue. The Company generally invoices customers for media and service fees in connection with performance advertising arrangements.
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| Selling and marketing expenses | Selling and marketing expenses
Selling and marketing expenses primarily consist of personnel-related costs, office expenses, travel expenses, rent, utilities, and other marketing-related expenses.
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| General and administrative expenses | General and administrative expenses
General and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional fees for external legal, accounting, and other consulting services, travel expenses, and other general office and administrative expenses.
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| Income taxes | Income taxes
The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Prior to its acquisition by the Company, YYEM and Best Life were limited liability companies incorporated in Hong Kong. YYEM and Best Life are subject to Hong Kong profits tax on its assessable profits arising in or derived from Hong Kong. Provision for Hong Kong profits tax is made based on the estimated assessable profit in accordance with applicable tax laws and regulations in Hong Kong. The tax positions taken may be subject to examination by the Hong Kong Inland Revenue Department, and any adjustments resulting from such examination could affect the amount of tax expense and liabilities recognized in the financial statements.
Rafael AI is subject to income taxes in Malaysia under applicable Malaysian tax laws. Following its acquisition by the Company, Rafael AI’s results are included in the Company’s consolidated income tax provision from the acquisition date. Provisional income tax payments made by Rafael AI are recorded as prepaid income taxes until applied against its final income tax liabilities and do not, by themselves, represent income tax expense.
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| Commitments and contingency | Commitments and contingency
From time to time, the Company may be a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amounts can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the three months ended July 31, 2026 and 2025, the Company did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on the Company’s financial position, results of operations, or cash flow.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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| Earnings per share |
Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.
All common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings per share as the effect is anti-dilutive.
Basic net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption value and deemed dividends on preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. The Company’s preferred shares are considered participating securities because they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary and preferred shares, whereas any undistributed net loss is allocated to ordinary shares only.
Diluted net income per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of preferred shares and convertible loans using the if-converted method, and ordinary shares issuable upon the vesting of restricted shares or exercise of outstanding share options, using the treasury stock method based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are excluded from the denominator of the diluted earnings per share calculation when their inclusion would be anti-dilutive.
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| Comprehensive (loss)/income | Comprehensive (loss)/income
The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive (loss)/income and its components in a full set of financial statements. Comprehensive (loss)/income is defined to include all changes in equity of the Company during a period arising from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders.
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| Segment reporting | Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance. The Company’s revenue segments have similar economic characteristics, and they are managed as a single business unit. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company has determined that there is only one reportable operating segment.
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| Recent accounting pronouncements | Recent accounting pronouncements
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flow, or disclosure.
In November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures, which focuses on improving disclosure about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, G&A, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
AIRWA INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20: Induced Conversions of Convertible Debt Instruments). The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.” ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of these amendments and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. These amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flow.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350: Internal-Use Software). The standard simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026. The Company does not expect adoption of this standard to have a material impact on its financial position, results of operations, or cash flow.
In December 2025, FASB issued ASU 2025-11, Interim Reporting (Topic 270: Improvements to Interim Disclosure Requirements). This standard clarifies disclosure requirements for interim financial statements and is effective for interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this guidance and does not believe that it will have a material effect on the Company’s financial position, results of operations, or cash flow.
In April 2026, the FASB issued ASU 2026-01, which provides guidance on the initial measurement of paid-in-kind dividends on equity-classified preferred stock. The amendments require such dividends to be initially measured based on the paid-in-kind dividend rate stated in the preferred stock agreement. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. The Company does not currently have equity-classified preferred stock with paid-in-kind dividend provisions and therefore does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flow.
In May 2026, the FASB issued ASU 2026-02, which establishes accounting and disclosure guidance for environmental credits and environmental credit obligations. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods. Early adoption is permitted. The Company does not currently have material environmental credits or environmental credit obligations and does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flow.
The Company has reviewed other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements is expected to have a material effect on its consolidated financial statements or related disclosure. |
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